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Executive Compensation & ERISA

Mergers, Acquisitions, Restructurings and Public Offerings

Our Executive Compensation & ERISA practice is an integral part of the transactional team, collaborating closely with our leading mergers and acquisitions practice, in various types of transactions.

Corporate Transactions
In mergers, acquisitions, divestitures, restructurings, financings, spinoffs and takeovers and proxy contests, we advise on a range of executive compensation and other human resource issues. We participate in the due diligence phase to identify potential benefit liabilities, negotiate the applicable transaction documents and assist our clients in various transition issues, including executive retention and severance arrangements. This involves the design and drafting of equity participation arrangements and golden parachute agreements, including analyzing the potential income and golden parachute tax implications. We also counsel our clients on post-transaction workforce and benefit plan integration.

Investment Partnerships and Structured Finance Vehicles
With investment partnerships and structured finance vehicles such as LBOs, hedge funds and real estate partnerships, we ensure compliance with ERISA's complex plan asset rules, including the VCOC (venture capital operating company) and REOC (real estate operating company) provisions.  We participate in the initial structuring of the partnership or other entity, negotiation with prospective investors, and evaluation and structuring of the individual transactions in which the fund engages.

Initial Public Offerings (IPOs)
With clients engaged in initial public offerings, we work closely with senior management and the board of directors in implementing executive compensation arrangements and employee benefit programs appropriate for a public company and advising on the applicable tax, securities regulatory and corporate law issues. These arrangements often include implementation of stock option, stock purchase and incentive compensation plans, as well as employment, retention and severance agreements.

Pension Benefit Guaranty Corporation
We are experienced in dealing with issues before the Pension Benefit Guaranty Corporation relating to companies with substantial underfunded pension liabilities, particularly as these issues arise in corporate transactions. We assess the likelihood that the PBGC will intervene in the transaction and negotiate with it to minimize the impact on the transaction of the underfunded pension obligations.

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