Employee Benefits & Executive Compensation

Transactional Benefits and Compensation

• Counseling U.S. and non‑U.S. clients on employee benefits and executive compensation issues arising in mergers, acquisitions, divestitures and joint ventures.

• Conducting benefits and compensation due diligence, negotiating deal terms and designing integration strategies for legacy plans and arrangements.

Executive Compensation & Incentive Arrangements

• Advising corporations, financial institutions, boards of directors, compensation committees, individual executives and management teams on:

  • equity and equity‑based compensation arrangements;

  • deferred compensation plans and programs;

  • change‑in‑control and golden parachute provisions;

  • employment, retention, severance and separation agreements; and

  • broad‑based benefit and incentive plans.

Corporate Governance, Securities & Disclosure

• Providing guidance on NYSE, Nasdaq and FINRA governance standards, Sarbanes‑Oxley compliance, fiduciary obligations, conflict‑of‑interest protocols, board and committee structures, codes of conduct, and director and officer compensation.

• Advising on SEC disclosure requirements, including proxy disclosures and registration statements, and on securities law issues affecting benefit plans and collective investment funds.

• Assisting with internal and regulatory investigations and advising on shareholder derivative actions involving compensation and benefit plan matters.

• Counseling on Section 16(b) and related executive officer and director reporting and short‑swing profit issues.

Health, Welfare & Other Employee Benefit Plans

• Ensuring compliance with the Affordable Care Act, COBRA, HIPAA and related federal and state requirements.

ERISA Fiduciary, Plan Governance & Investments

• Counseling on ERISA fiduciary duties, plan governance frameworks, plan asset rules and prohibited transaction issues.

• Advising on reporting and disclosure obligations and investment‑related issues for retirement and welfare plans.

Nonprofit and Tax‑Exempt Organizations

• Assisting nonprofit and tax‑exempt organizations with employee benefits, executive compensation and governance matters, including compliance with intermediate sanctions and other applicable tax rules.