Cleary Gottlieb Steen & Hamilton, known for its experience in complex M&A and private equity investments, remains a premier choice for advice on employee benefits, executive compensation, corporate governance, and ERISA fiduciary matters. Michael Albano, leading the New York-based team, is particularly noted for his role in high-value M&A transactions, notably advising T-Mobile on its $1.35 billion acquisition of Ka’ena Corporation. Audry Casusol assists both public and private organizations with complex compensation structures and corporate governance, alongside disclosure requirements related to executive compensation and benefits. Julia Petty offers expertise in M&A, spin-offs, and divestitures, with a focus on disclosure, governance, and shareholder outreach. Elizabeth Dyer specializes in the ERISA aspects of structured finance transactions and addresses ERISA-related concerns for private equity funds, hedge funds, and other financial instruments. The team’s depth and capabilities were further enhanced with the addition of Alan Levine in March 2023, formerly of Morrison Cohen LLP, who brings a wealth of experience in advising on compensation and benefits issues within the private equity and hedge fund sectors.

Cravath, Swaine & Moore LLP offers expert assistance in navigating the executive compensation and benefits implications of complex corporate transactions, including issues related to succession, disclosure, ERISA, and governance. Eric Hilfers, leading the team in New York, is renowned for his expertise in executive hiring and his significant role in the M&A sector, notably in Newcrest’s A$28.8 billion acquisition of Newmont Corporation, forming the largest gold mining entity globally. Jonathan Katz delivers advice on employee agreements and incentive programs, keeping pace with regulatory changes such as clawback provisions. Amanda Hines Gold specializes in the creation and negotiation of severance packages, SEC filings disclosures, and the management of equity incentive schemes. Meanwhile, Matthew Bobby’s area of focus includes guiding clients through spin-offs, IPOs, and mergers, with particular attention to separation and executive employment contracts, and the intricacies of SEC disclosures.

Davis Polk & Wardwell LLP continues to be a top-tier destination for clients in the corporate, financial, private equity, and hedge fund sectors seeking advice on executive compensation and employee benefits matters during significant transactions. Leading the practice, Jennifer Conway is adept at representing senior executives and management teams in employment and incentive agreement negotiations, and guides public and private entities through M&A, spin-offs, and IPOs. Kyoko Takahashi Lin works with boards, compensation committees, and individual executives on leadership transition and succession planning issues. In Washington DC, Adam Kaminsky specializes in private equity-related executive compensation matters, and addresses ERISA issues in corporate transactions. Veronica Wissel and Travis Triano contribute their expertise in compensation matters, with a focus on incentive plans and executive employment negotiations. Former practice head Jeffrey Crandall retired from partnership in January 2023 but remains with the firm as senior counsel. The team is based in New York unless otherwise stated.

Debevoise & Plimpton LLP’s executive compensation and employee benefits group is distinguished by its interdisciplinary approach, leveraging expertise from the firm’s M&A, capital markets, and tax practice areas to deliver ‘incredibly helpful and insightful’ advice. The team is a popular destination for asset management and private equity firms, counting the likes of Blackstone, TPG, and Clayton Dubilier & Rice as key clients. Practice chair Jonathan Lewis covers all facets of executive compensation and human capital management, particularly within public and private M&A in the private equity, healthcare, and insurance industries. Meir Katz serves a broad range of clients from private equity sponsors and their portfolio firms to corporate entities and individual executives. Franklin Mitchell advises private equity fund sponsors and employers on ERISA fiduciary issues, while Michael Snypes counsels companies, management teams, and investors on divestitures, management buyouts, securities offerings, and corporate restructurings. Based in Washington DC, Simone Hicks specializes in designing and implementing employee agreements, equity-based incentive programs, and other compensation plans. Lawrence Cagney retired from partnership at the end of 2023. Lawyers mentioned are based in New York unless otherwise stated.

Kirkland & Ellis LLP is renowned for its strength in private equity and offers comprehensive advice on employee benefits issues such as ESOPs, retirement plans, and welfare benefit programs. The firm is celebrated for its ‘exceptional’ service quality and is adept at structuring compensation agreements for investors, CEOs, and boards of directors. Scott Price, based in New York, is reputed for his expertise in executive compensation during mergers and leveraged buyouts. In Chicago, the team includes Matthew Antinossi, who has a focus on ERISA-related areas; Alexandra Mihalas, who deals with transactional ERISA matters in acquisitions and sales by venture capital funds; and Michael Falk, who advises on qualified and non-qualified retirement plans and equity compensation. Houston’s Stephanie Jeane is sought after for advice on spin-offs, divestitures, and IPOs, complementing Stephen Jacobson’s counsel to both public and private entities, as well as private equity firms and their portfolio companies.

Latham & Watkins LLP stands out as a key advisor to corporations, private equity firms, and financial services companies, particularly in high-profile transactions that have cross-border dimensions. The firm’s notable work includes advising Tapestry, Inc. on its $8.5 billion acquisition of Capri Holdings Limited, reflecting its expansive global capabilities. Led by Larry Seymour from Los Angeles, the practice offers expertise in incentive compensation, severance, and executive programs for both public and private sector clients. In New York, Bradd Williamson is known for his deep experience with private equity funds and public companies, regularly advising on IPOs and de-SPAC transactions. Washington DC’s David T. Della Rocca and Silicon Valley’s Jay Metz are valued for their expertise in tax, corporate, and securities law related to incentive compensation agreements. Los Angeles-based Michelle Carpenter focuses on M&A and IPOs, while Austin Ozawa in New York specializes in SEC and ERISA compliance.

Paul, Weiss, Rifkind, Wharton & Garrison LLP boasts a ‘strong team’ specializing in executive compensation and employee benefits, serving companies, investment funds, and individuals. The firm’s expertise covers a broad spectrum, including C-suite hires and exits, compensation disclosures, equity-based compensation plans, and ERISA issues. The group notably advised General Electric on the executive compensation and benefits facets of its division into three specialized entities in healthcare, energy, and aviation. Practice co-chair Jean McLoughlin supports a diverse clientele that includes corporate, financial, and individual clients, while fellow co-chair Lawrence Witdorchic focuses on equity compensation, non-qualified deferred compensation plans, separation agreements, and ERISA fiduciary compliance. Andrea Wahlquist Brown, who joined in May 2023 from Wachtell, Lipton, Rosen & Katz, adds depth to the bench with her expertise in M&A-related executive compensation, serving an array of clients including public companies and private equity sponsors. Meanwhile, Jarrett Hoffman advises on change in control, retention, and severance arrangements tailored to transactional needs for boards, committees, and executives. Based in Washington DC, Rebecca Coccaro specializes in advising on financing, IPOs, and ERISA matters intertwined with securities and tax law. All attorneys are based in New York unless otherwise stated.

Simpson Thacher & Bartlett LLP fields a ‘truly top-notch’ team, renowned for its expertise in public and private M&A, private equity deals, and IPOs. The group excels in advising on management equity, employment arrangements, and compensation plans, as well as corporate governance and ERISA-related matters. Heading the team, Gregory Grogan has notably represented Microsoft in its $75 billion acquisition of Activision Blizzard, and is celebrated for his work in executive retention and motivation. Jamin Koslowe specializes in equity-based incentive plans, deferred compensation, and benefits issues in spin-offs and securities offerings. Brian Robbins, at the helm of the firm’s Title I ERISA practice, is adept at negotiating employment and termination agreements for high-profile executives. Laurence Moss lends his expertise to the employee benefits aspects of leveraged buyouts, while Andrew Blau focuses on structuring employment contracts, deferred compensation schemes, and management participation in new ventures. Jeannine McSweeney is well regarded for her guidance on incentives, retirement plans, and severance agreements in the context of M&A, IPOs, and joint ventures. Gillian Emmett Moldowan joined the team in October 2024 from A&O Shearman. All lawyers mentioned are in New York.

At Skadden, Arps, Slate, Meagher & Flom LLP, the team excels in handling complex compensation and benefits issues related to M&A, IPOs, spin-offs, and bankruptcy reorganizations, both domestically and internationally. Leading the department from New York, Erica Schohn is adept at navigating SEC regulations on executive compensation disclosure, deferred compensation tax rules, and executive compensation deductibility. Joseph Penko, also in New York, counsels private equity entities, public and private companies, and executives on various compensation and benefits schemes, including change-in-control and cash-based incentive programs. Joseph Yaffe spearheads the West Coast executive compensation and benefits practice from Palo Alto, offering seasoned advice to senior executives on diverse compensatory arrangements. Page Griffin, operating from both Palo Alto and New York, is active in M&A, IPOs, and spin-offs, with a notable role in advising Brookfield Infrastructure Partners L.P. on its $13.3 billion acquisition of Triton International Limited. Former practice head Regina Olshan retired in 2023.

Wachtell, Lipton, Rosen & Katz advises boards of directors and senior executives on executive compensation issues within the context of M&A, divestitures, and complex corporate transactions. The firm handles a wide range of corporate governance challenges, including those posed by shareholder activists, proxy battles, and executive succession planning. Leading the New York-based team, Jeannemarie O’Brien is acclaimed for her executive compensation and benefits expertise in transactions involving financial services firms. Adam Shapiro and David Kahan focus on M&A, corporate governance, and executive employment agreements. Michael Schobel has a broad industry reach, with significant experience in banking, finance, technology, and pharmaceuticals, including his notable role in Pfizer’s $43 billion acquisition of Seagen; he shares this broad industry expertise with Amanda Toy. Erica Bonnett offers guidance on securities law compliance, compensation disclosures, and the structuring of executive employment contracts.

Weil, Gotshal & Manges LLP is a key player in managing the executive compensation and employee benefits dimensions of major private equity deals, M&A, fund formations, and IPOs. The firm is sought after by private equity sponsors, portfolio companies, and multinational corporations, exemplified by its counsel to Viterra shareholders, including Glencore plc, Canada Pension Plan Investment Board, and British Columbia Investment Management Corporation, in the $18 billion business combination with Bunge Ltd. Paul Wessel spearheads the practice from New York, assisting corporations, boards, private equity entities, and financial institutions with M&A and financial restructurings. Amy Rubin advises both public and private companies, along with their boards and compensation committees, on matters stemming from private equity deals, recapitalizations, and bankruptcy proceedings. Jennifer Haydel Britz focuses on equity and incentive plans, non-qualified pension plans, ERISA, and change in control agreements. Amanda Rotkel specializes in advising private equity funds and public companies on dispositions and IPOs, while Regina Readling handles executive compensation agreements’ tax, securities law, disclosure, and corporate governance aspects. Michael Nissan retired from the partnership in December 2023.

Praised by clients as ‘the best for cross-border transactions’, Baker McKenzie LLP advises public and private entities on employee benefits, executive compensation, and equity compensation in domestic and multi-jurisdictional M&A, spin-offs, and workforce reductions. The firm serves a diverse sector range, including healthcare, manufacturing, technology, and gaming. Practice chair Barbara Klementz, based in San Francisco, is known for her expertise in implementing global incentive programs and navigating the tax implications for cross-border employee participation. San Francisco’s Denise Glagau specializes in the tax and legal aspects of employee share plans and the international expansion of equity plans during IPOs. Sinead Kelly, another San Francisco team member, focuses on the effects of corporate transactions and reorganizations on compensation structures. In Chicago, Maura Ann McBreen offers guidance to C-suite executives and employers on compensation strategies and tax-qualified retirement plans. Thomas Asmar in Palo Alto advises public and private companies, as well as private equity funds on the benefits and compensation issues that emerge from M&A and IPO activities.

Fried, Frank, Harris, Shriver & Jacobson LLP handles a broad spectrum of executive compensation and benefits issues from human resources to defensive strategies against takeovers and governance concerns. The firm has a strong track record in sectors like software, healthcare, pharmaceuticals, and transportation. Jeffrey Ross leads the New York-based team and focuses on complex fiduciary issues in M&A and asset management, especially concerning ERISA’s fiduciary duties and prohibited transaction regulations. Amy Blackman offers guidance to both public and private firms on executive and director compensation, addressing related securities, tax, and governance issues during regular operations and corporate deals. Andrea Pollak specializes in ERISA regulatory aspects, particularly in the setup, creation, and management of investment funds and arrangements. Jason Ertel left the firm in May 2024.

Hogan Lovells US LLP stands out for its cross-border capabilities, particularly in key sectors such as life sciences, healthcare, and real estate, as well as education, consumer goods, and TMT. Co-chairing the practice from New York, Martha Steinman offers advice to boards, compensation committees, and senior executives on a range of issues, including corporate governance, disclosure requirements, securities law, and tax considerations, especially during corporate transitions and post-deal integrations. In Washington DC, fellow co-chair Carin Carithers excels in retention and motivation strategies for management and employees during M&A, including the structuring of welfare benefit and equity compensation plans. Meg McIntyre, also based in DC, advises executives and corporate clients on definitive agreements, disclosure preparations, and golden parachute tax concerns. The New York team was recently bolstered by the arrival of David Olstein in November 2023 from Stroock & Stroock & Lavan LLP, who is noted for his ‘very high level of expertise’ in ERISA fiduciary responsibilities and fund formation. Michael Frank in Silicon Valley stands out for his technology and telecom sector expertise. Kurt Lawson left the firm in November 2023.

McDermott Will & Emery LLP boasts significant expertise in ESOPs, health and welfare benefits, and retirement plans, with a strong track record in the healthcare sector, as exemplified by its role advising Novant Health on the compensation and benefits elements of its new for-profit subsidiary. The practice, under Andrew Liazos’s leadership from Boston, assists private entities and compensation committees with ERISA fiduciary duties and compensation plan governance. In Dallas, the ‘brilliant’ Allison Wilkerson specializes in qualified retirement plans, including ESOPs, pension plans, and 401(k) schemes. In September 2023 the New York office was strengthened with the addition of Kate Vera from Kirkland & Ellis LLP, who advises private equity clients and their portfolio companies on executive employment contracts, incentive equity arrangements, and severance deals. Based in Chicago, Todd Solomon manages employee benefits matters in corporate deals, demonstrating extensive ERISA Title I expertise. Lisa Loesel, also in Chicago, provides advice to both private and public companies on the design and transition of employee benefits following M&A and divestitures. The team saw the departure of Judith Wethall and Erin Turley in January 2023.

Morgan, Lewis & Bockius LLP excels in advising both buyers and sellers on the complexities of benefits and executive compensation during M&A, from initial due diligence to post-deal integration. The firm is also proficient in representing senior executives in negotiations related to compensation or termination agreements in the context of corporate transactions. The group is under the leadership of Amy Pocino Kelly, based in Philadelphia, and Craig Bitman, operating from the New York office. Gary Rothstein, also in New York, has a strong background in assisting executive teams during private equity buyouts and IPOs. Austin Lilling, another New York team member, brings ERISA expertise to financial restructuring and private equity deals. In Washington DC, Patrick Rehfield focuses on executive compensation, employee benefits, and payroll tax issues related to M&A and IPOs. Meanwhile, Philadelphia’s Robert Lichtenstein represents a range of clients, including companies, executives, and management groups, in joint ventures and spin-offs. Gena Yoo, an associate in Philadelphia, is noted for her advice on fiduciary governance and compliance with ERISA’s prohibited transaction rules.

Proskauer Rose LLP is recognized for its ‘very strong’ capabilities in advising private equity entities, portfolio companies, and corporations from various sectors on a comprehensive range of benefits and executive compensation matters. The practice is led by Seth Safra from Washington DC, who specializes in retirement, health, and welfare plans, addressing ESOPs, ERISA compliance, and severance schemes. Andrea Rattner in New York is known for her guidance on transactional issues, including equity awards, change-in-control provisions, retention strategies, and post-transaction compensation planning. Ira Bogner, also in New York, offers expertise to asset managers on ERISA fiduciary concerns related to the formation of private funds. Colleen Hart in Los Angeles is adept at designing executive compensation arrangements for private equity clients and their portfolio companies, while David Teigman, based in New York, handles executive compensation and benefits in the context of M&A, securities transactions, and senior executive agreements. Paul Hamburger retired in August 2023.

Ropes & Gray LLP is renowned for its strategic advice to public companies, private equity entities, and portfolio companies on executive compensation, benefits planning, and ERISA challenges. The firm counts leading asset managers as key clients, including Invesco, TPG Capital, and Bain Capital. Co-chair Renata Ferrari, operating from Boston, is distinguished for her expertise in the life sciences, healthcare, and TMT industries, and focuses on equity awards, retirement plans, and governance issues. Allie Alperovich, fellow practice co-head in New York, specializes in transitioning employee benefits arrangements, restructuring equity compensations, and benefits planning. Joshua Lichtenstein, also in New York, deals with ERISA fiduciary concerns. In Boston, Jennifer Rikoski provides multinational companies with counsel on M&A, covering executive compensation, corporate governance, and securities law, while Jennifer Cormier specializes in senior management negotiations and executive separations.

Cooley LLP is adept in handling both the buy and sell sides of transactions for private and public companies, offering guidance on a broad spectrum of topics including ERISA, global stock plans, securities filings, and golden parachute arrangements. Barbara Mirza, co-chair of the practice based in Los Angeles, brings in-depth knowledge of compensation and benefits issues in mergers, de-SPACs, spin-offs, and sales. Fellow co-chair, Alessandra Murata, specializes in advising tech and life sciences organizations and management teams, with notable work such as advising Grindr on its SPAC merger with Tiga Acquisition Corp. The firm expanded its executive compensation and employee benefits offering to Chicago with the addition of Steve Flores in April 2023 from Winston & Strawn LLP. In New York, Nyron Persaud counsels a diverse range of clients, from emerging businesses to established public companies, particularly on IPOs and other significant corporate transactions.

Primarily representing clients in the tech, biopharmaceuticals, and healthcare sectors, the ‘talented team’ at Fenwick & West LLP advises on executive compensation and benefit arrangements relating to acquisitions and public securities offerings. Silicon Valley-based Shawn Lampron spearheads the group, advising emerging growth companies, investors, and public entities on equity compensation and ERISA-related matters during transactions. In New York, Matthew Cantor offers expertise on issues such as Section 409A deferred compensation and Section 280G golden parachute payments. Elizabeth Gartland, based in Santa Monica, counsels technology companies on compensation-related compliance in M&A, IPOs, and corporate governance contexts. Silicon Valley’s Marshall Mort addresses equity and executive compensation-related tax, securities, and accounting challenges, while Nancy Chen assists both start-ups and established public companies with their compensation needs.

Freshfields Bruckhaus Deringer LLP is recognized for its ‘excellent executive compensation practice’, advising on equity arrangements, executive employment, severance agreements, golden parachute taxes, and other aspects of employee benefits and executive compensations in transactions. The practice is co-led by Nicole Foster and Lori Goodman in New York, alongside Brandon Gantus and Sarah Ghulamhussain in Silicon Valley. Foster collaborates with the firm’s European and Asian offices to deliver cross-border executive compensation advice, while Goodman provides US benefits law guidance to international clients such as Roivant Sciences, AstraZeneca, and Ericsson. Gantus’s expertise lies in M&A and capital markets transactions, which is routinely called upon by technology and life sciences companies. Ghulamhussain, who became a partner in May 2023, specializes in compensation structuring for corporate changes, C-suite executive transitions, and succession planning. Jordan Salzman, who rejoined the New York office as counsel in September 2023, advises public companies, private equity funds, and executives.

Goodwin stands out as a favored firm for emerging companies in the life sciences and technology sectors, as well as for private equity and investment funds, offering deep expertise in ERISA fiduciary duties alongside compensation and benefits regulations under the Internal Revenue Code. Patrick Menasco, based in Washington DC, specializes in ERISA and pension plan investments, providing advice to both national and international financial institutions. He leads the group together with James Mattus from Boston, who is skilled in structuring and implementing equity-based and incentive compensation programs for both public and private entities. In Silicon Valley, Lynda Galligan and Grace Wirth provide assistance to emerging growth clients in navigating tax and securities laws for equity-based arrangements and incentive plans. Boston’s Natascha George handles executive employment arrangements, severance obligations, and equity-based compensation arising from IPOs and business restructurings. Sarah Bock, also in Boston, advises employers and executives on change in control provisions and deferred compensation plans.

Morrison Foerster serves a diverse client base across sectors including technology, private equity, and finance, as well as healthcare, agribusiness, and consumer products. Experienced in ERISA-prohibited transactions, equity compensation plans, and retirement benefits, the group guides clients through transactions including IPOs and cross-border M&A. Domnick Bozzetti, co-leading the team from New York, offers public companies expertise in executive compensation disclosures, particularly in annual proxy statements and IPO contexts. His fellow co-chair in New York, Joshua Lerner, specializes in senior executive compensation matters, including severance packages and change in control arrangements. Of Counsels Marvin Swift and Brooke Monahan, based in Phoenix and San Francisco respectively, bring their ERISA and compensation expertise to the team, while associate Yuan Xia in Palo Alto is noted for her work with public companies, private equity funds, and startups.

Orrick, Herrington & Sutcliffe LLP is lauded for its ‘deep expertise’ in a broad spectrum of matters, including compensation governance, proxy disclosure, and financings, as well as high-stakes litigation, complex plan administration, and affordable care challenges. The team has a strong track record in managing the executive compensation aspects of SPAC mergers, as demonstrated by its involvement in COVA Acquisition Corp’s $3.8 billion merger with ECARX. Led by Juliano Banuelos from San Francisco, the department aids public and mature private companies in executive compensation, fiduciary duty, and governance matters. In New York, Laura Becking specializes in global equity compensation and human resources issues for international firms. Jason Flaherty in San Francisco and Christine McCarthy in Silicon Valley are key advisors on SPAC mergers, focusing on equity compensation and post-closing employee integration.

A&O Shearman is ‘exceptionally well-versed’ in the executive compensation and corporate governance aspects of cross-border transactions, including mergers, IPOs, spin-offs, and leveraged buyouts. Following the May 2024 merger of Allen & Overy and Shearman & Sterling, the global team is led by Brian Jebb  Jebb’s notable work includes supporting Thomas Reuters on its $17bn sale of Refinitiv, and Moldowan specializes in human capital management and corporate governance. The firm also features Doreen Lilienfeld, who regularly advises on retention arrangements and disclosure compliance, and John Cannon, experienced in assisting biotechnology sector startups with compensation and corporate matters. All lawyers mentioned are in New York. Gillian Emmett Moldowan left the firm in October 2024.

Vinson & Elkins LLP stands out for its expertise in the oil, gas, and energy sectors, with notable clients like Harold Hamm Family LLC, Earthstone Energy Inc, and Baytex Energy Corp. The firm addresses a wide range of executive compensation and employee benefits matters, such as issues relating to tax, ERISA, securities law compliance, and corporate governance. The team is additionally skilled in representing clients before regulatory bodies such as the IRS, SEC, Department of Labor, and Pension Benefit Guaranty Corporation. The practice is spearheaded by David D’Alessandro from Houston, who focuses on the tax and securities issues arising from executive compensation arrangements, and David Peck, based in Dallas. Also in Dallas, Shane Tucker advises on compensatory and benefits packages in M&A, IPOs, and de-SPAC transactions, while Dario Mendoza caters to a diverse clientele, including REITs, private equity firms, and executives. In New York, Patricia Adams and Joo Hyun Lee assist clients with various compensation and benefits arrangements related to corporate transactions.

White & Case LLP guides private equity firms and private companies through exits via sales, IPOs, or dual-track processes, and assists public companies with domestic and international M&A. The firm continues to be active in cross-border mandates, notably representing Newmont Corporation in its $19.3 billion acquisition of Newcrest Mining Limited, and Aramco in its $2.65 billion acquisition of Valvoline Global Products. The global employment, compensation and benefits practice is led by Henrik Patel, a seasoned advisor to public and private entities, boards, and executives on M&A, private equity transactions, and leveraged buyouts. Tal Marnin focuses on management compensation for private equity sponsors and their portfolio companies, alongside executive-level issues. Victoria Rosamond offers expertise in cross-border transactions, ERISA fiduciary compliance, and the tax and securities laws related to benefits. All mentioned attorneys operate from the New York office.

Willkie Farr & Gallagher LLP frequently advises private equity sponsors, investment funds, and boards of directors on employee benefits, executive compensation, and ERISA aspects within corporate transactions. The firm has a notable track record in the insurance sector, exemplified by its role in advising Alleghany on its $11.6 billion acquisition by Berkshire Hathaway. Practice co-head Michael Katz, based in New York, is experienced in equity awards, the tax consequences of golden parachutes, and the liabilities associated with employee benefits in contexts such as leveraged buyouts, spin-offs, and corporate restructurings. Also in New York, fellow practice leader Jordan Messinger counsels public and private entities, boards, and compensation committees on a range of compensation and benefits issues, including those related to tax, securities law, and corporate governance. Rose Ohanesian, another New York-based attorney, deals with Section 280G parachute payment matters, employee tender offers, and the establishment of ongoing equity programs. In Washington DC, Alexander Ryan focuses on ERISA Title I issues, while San Francisco’s Scott Thompson offers expertise in complex equity and incentive compensation agreements.

Baker Botts L.L.P. is renowned for its ‘sophisticated, practical advice’ on all aspects of compensation and employee benefit plans under the Internal Revenue Code and ERISA. The firm tackles emerging issues such as pay-versus-performance disclosure, clawback provisions, and non-compete clauses. New York-based Robin Melman, at the helm of the practice, addresses corporate governance matters, disclosure requirements, and tax implications associated with management transitions and transaction negotiations. Jason Loden in Dallas offers his expertise in qualified retirement plans, non-qualified deferred compensation plans, and welfare benefit schemes, and Houston’s Gail Stewart is well-versed in equity-based incentive plans, golden parachute arrangements, and designing executive compensation programs. Meanwhile, Katie Birnhak in New York advises both public and private firms on various executive compensation matters.

Cadwalader, Wickersham & Taft LLP offers advice on a comprehensive array of executive compensation and benefits issues, encompassing change in control, retention agreements, and equity-based compensation programs, as well as retirement plans, ERISA matters, and plan terminations. James Frazier, operating from the New York office, specializes in ERISA fiduciary standards and prohibited transaction provisions, serving notable financial services clients such as Morgan Stanley, Barclays, and Wells Fargo. In Washington DC, Michael Bergmann offers expertise to public and private organizations on executive compensation and employee benefit arrangements related to mergers and acquisitions.

With a ‘global reach on employment law topics’, DLA Piper LLP (US) guides clients through the complexities of both domestic and international transactions, addressing key issues including change in control, retention agreements, and ERISA compliance. Leading the practice from Washington DC, Rita Patel offers advice on various regulatory frameworks, including ERISA, Section 409A, and Section 280G. Julia Kovacs in DC focuses on executive compensation, deferred compensation, and employee benefits concerns that emerge in the context of M&A, while San Diego-based Michelle Lara assists entities ranging from startups to large public companies with spin-offs, IPOs, and other significant corporate dealings. In Chicago, Richard Ashley brings his expertise to ERISA Title I issues, executive compensation matters, and ESOPs.

Gibson, Dunn & Crutcher LLP's compensation and benefits expertise is routinely called upon by companies, boards of directors, and fund managers in acquisitions and ERISA-related matters. The practice is under the joint leadership of Sean Feller in Los Angeles, who specializes in the tax, ERISA, corporate, and securities law dimensions of incentive compensation plans, and Dallas-based Krista Hanvey, who is experienced in health and welfare benefit plans, retirement plan compliance, and providing transactional support. In Palo Alto, Stephen Fackler offers his expertise in corporate governance, ESOPs, and deferred compensation plans.

Jones Day manages benefit plans and executive compensation arrangements for acquisitions, dispositions, and joint ventures, bringing ‘extensive market knowledge’ to the table. The practice is jointly led by Miguel Eaton in Washington DC and Eric Mosier in New York, with Mosier experienced in advising private equity funds on leveraged buyouts, equity incentive plans, and employee benefit programs post-transaction. Patricia Eschbach-Hall in Cleveland offers expertise in a variety of areas, including deferred compensation plans, qualified retirement plans, and change in control agreements. Laura Bigler, also in Cleveland, specializes in compliance with the Internal Revenue Code and ERISA. In Washington, Kevin Noble counsels employers, fiduciaries, and service providers, and Miami-based Justin Walters advises on equity compensation matters.

Kramer Levin Naftalis & Frankel LLP specializes in the negotiation and implementation of executive compensation plans and employee benefits for middle-market M&A as well as complex restructurings. Marissa Holob supports both public and private companies through transactions and advises hedge funds and private equity funds on compliance with ERISA regulations. Holob spearheads the New York-based team with Robert Holtzman, who offers advice to asset management firms and private equity entities, along with their portfolio companies, on employment issues related to corporate transactions. Special counsel Avram Cahn brings expertise in executive compensation arrangements, including equity and golden parachute issues, while Sumaya Ullah Restagno focuses on negotiating transaction documents and managing post-closing benefits-related matters.

Mayer Brown advises a wide array of US and multinational corporations on employee benefits and executive compensation, covering areas such as compliance, transactions, and litigation. The group, led by Maureen Gorman from Palo Alto, has a notable presence in the insurance industry, serving clients such as Somerset Reinsurance, Assured Guarantee, and Prudential Financial. Debra Hoffman has significant experience in ERISA matters and employee benefits plans, while Ryan Liebl is particularly experienced in advising companies and individual executives in the context of cross-border deals. Stephanie Vasconcellos focuses on employee benefits and executive compensation issues arising from corporate transactions involving both public and private entities. All attorneys are based in Chicago unless otherwise stated.

McGuireWoods LLP manages employee-related aspects in business acquisitions and dispositions, including the termination, integration, and spin-off of benefit plans. Gerald Thomas leads the firm’s wider tax and employee benefits department from Atlanta, while Charlotte-based Taylor Wedge French co-chairs the employee benefits and executive compensation division, advising clients in the pharmaceutical, financial services, and industrial sectors on stock and asset purchases. In Richmond, Robert Cipolla assists clients with the integration of employee benefit plans post-corporate transactions, while Robert Wynne offers expertise in both equity and non-equity-based incentive schemes. Carolyn Trenda, operating from Chicago, supports clients in restructuring retiree medical programs and consolidating employee benefit plans. In Charlotte, Allison Tanner offers her experience in navigating ERISA and Internal Revenue Code issues.

Paul Hastings LLP assists clients in navigating IPOs and M&A, focusing on investment fund structuring, fiduciary duty compliance, and ERISA-related concerns. The practice is under the joint leadership of Stephen Harris, Dan Stellenberg, and Eric Keller. Harris, operating from Los Angeles, is experienced in advising on golden parachute cut-back provisions and ERISA pension funding requirements. Palo Alto-based Stellenberg brings his expertise to advising both public and private entities on the tax, accounting, corporate, and securities law aspects of compensation and benefits programs. Meanwhile, Keller, located in Washington DC, counsels on executive-level issues. New York lawyer Jason Ertel, formerly of Fried, Frank, Harris, Shriver & Jacobson LLP, joined the team in May 2024.

WilmerHale advises buyers, sellers, and debtors in M&A, with a particular focus on defined benefit plans and multi-employer withdrawal liabilities. The firm has a strong track record with biotech clients, representing companies including Solid Biosciences, Decibel Therapeutics, and Akouos. Boston-based Kim Wethly chairs the tax department and deals with executive compensation-related tax, corporate securities, and accounting issues. Amy Null, also in Boston, guides financial industry service providers through ERISA and employee benefit plan regulations. In Washington DC, Ciara Baker specializes in advising public and private corporate clients on equity compensation, non-qualified deferred compensation plans, and change in control agreements.

The ‘phenomenal’ Winston & Strawn LLP provides a comprehensive suite of employee benefits and executive compensation services, encompassing public company reporting, advice on qualified retirement plans and Title I investments, and international human resources-related issues. The practice is co-led by Scott Landau, who specializes in representing private equity clients and public companies in both US and international transactions, and Chicago’s Joseph Adams, who focuses on how M&A, divestitures, and spin-offs influence executive compensation, employee benefit plans, and individual executive agreements. Maria Kenny, dealing with issues including severance agreements, equity arrangements, and non-qualified retirement plans, along with Jennifer Stadler, who handles the employee benefits components of securities transactions, are key members of the team. All attorneys are based in New York unless otherwise stated.

ArentFox Schiff assists clients with navigating the effects of M&A on benefit plans. The group is co-led by Quana Jew in Washington DC, who brings extensive knowledge in areas such as employee stock ownership plans, executive incentives, and health and welfare benefit programs for employees, and New York’s Mamta Shah, who counsels public and private entities on matters related to qualified employee benefit plans, non-deferred compensation schemes, and severance arrangements. In Chicago, Brian Friederich, who was promoted to partner in January 2024, focuses on advising on ERISA compliance, onboarding and separation protocols, and on addressing benefits issues in the context of mergers.

Bracewell LLP boasts a strong presence in the oil and gas and energy sectors, notably representing Phillips 66 in the $3.8 billion all-cash acquisition of DCP Midstream LP’s publicly held common units. The team’s expertise encompasses stock exchange rules related to compensation, employment transfers, and deferred compensation schemes. Co-leading the practice from Houston, Scott Sanders focuses on analyzing and structuring employee benefit plans within corporate transactions, covering due diligence, change in control provisions, and the negotiation of transaction documents. Fellow Houston-based co-chair Matthew Grunert advises public companies, private equity funds, and their portfolio companies on benefits liabilities allocation, 280G golden parachute issues, and the management of compensation following transaction closure.

Hunton Andrews Kurth LLP supports both public and private companies with the employee benefits and executive compensation facets of transactions, focusing on due diligence, negotiating representations, and ensuring post-transaction contractual and regulatory compliance. Anthony Eppert, co-leading the practice from Austin, focuses on executive compensation, employee benefits, and ESOPs, addressing associated tax, securities, and corporate governance concerns. In Washington DC, fellow practice head Jessica Agostinho offers expertise in tax-qualified retirement plans, ERISA compliance, and the due diligence of employee benefit plan documentation. Counsel Michelle Lewis, also based in DC, focuses on health and welfare plans, qualified retirement plans, and executive deferred compensation plans. Former co-head Scott Austin retired in October 2023.

Leveraging its extensive global network, Linklaters LLP stands out for its advice on cross-border transactions within the financial services, technology, and industrial sectors. Andrew L. Gaines oversees the New York-based practice, offering expertise on the employee benefits and executive compensation dimensions of corporate transactions and bankruptcies, and advising private fund sponsors on ERISA Title I issues. The team was strengthened in September 2023 with the arrival of senior counsel Janet Lee from Goldman Sachs, who brings experience in stock incentives, retirement plans, and transactional due diligence. Senior counsel Craig Spenner assists asset managers, banks, and private equity funds with ERISA’s fiduciary regulations and prohibited transaction rules.

Pillsbury Winthrop Shaw Pittman, LLP advises on domestic and global benefits and compensation issues associated with spin-offs, mergers, and equity investments. The firm’s tax department is overseen by Nora Burke in New York, with Jessica Lutrin leading the executive compensation and benefits division from Austin. Peter Hunt, based in New York, advises on broad-based pension and 401(k) plans. In Los Angeles, Mark Jones offers expertise in cross-border equity matters, particularly for foreign companies looking to extend stock options to US employees. Christine Richardson, located in San Francisco, focuses her practice on the retail, e-commerce, and consumer brands sectors. 2023 saw the departures of Cindy Schlaefer, who retired, and Jonathan Ocker, who joined Orrick, Herrington & Sutcliffe LLP.

Particularly active in the healthcare, technology and finance spaces, Reed Smith LLP addresses executive compensation and employee benefits issues arising from cross-border transactions, de-SPAC mergers, and corporate restructurings. In Pittsburgh, Matthew Mohn co-chairs the group with Allison Sizemore, who focuses on legal compliance across various areas, including qualified retirement plans, ERISA fiduciary responsibilities, and multi-employer plan challenges. Also based in Pittsburgh, Jennifer Gardner advises both buyers and sellers on the review and transition of employee benefit plans during transactions. New York’s Ian Sherwin routinely acts for private equity sponsors and their portfolio companies, demonstrating significant experience in phantom stock plans and 409A compliance. Daniel McClain, also in New York, brings expertise in navigating M&A and corporate restructuring processes to the table.