Fried Frank
 

Laraine S. Rothenberg

Of Counsel
Employee Benefits & Plans, Executive Compensation



Laraine S. Rothenberg joined the Firm's New York office as a partner in 1994.  Upon her retirement as chair of the Employee Benefits & Plans, Executive Compensation and Exempt Organization Department in 2012, she became of counsel.

Ms. Rothenberg counsels boards of directors, compensation committees, chief executive officers and other senior management on employment agreements, severance protection agreements, stock options, compensatory equity participation arrangements and benefit plans, and the related requirements of the securities and tax laws.

Ms. Rothenberg advises on corporate governance issues and the impact of the Sarbanes-Oxley Act of 2002.  She has a particular expertise in advising Boards on compensation disclosure and CD&A.  She also advises on tax planning for multinational corporations, including IRS appeals proceedings, structuring of international operations, transfer pricing, and tax issues related to executives.  Ms. Rothenberg assists clients in connection with corporate transactions and investment vehicles used by the ERISA plans in collaboration with the Firm's mergers and acquisitions and asset management practices.  She regularly advises corporations on international and corporate tax matters and represents major tax exempt organizations.

Ms. Rothenberg is a frequent speaker on tax, benefits and related securities issues.  She is the author of numerous articles in these areas as well as several BNA portfolios in the international tax area.

Honors & Awards

Ms. Rothenberg was the recipient of The Legal Aid Society's 2005 Award for Outstanding Pro BonoService; the 2003 Columbia University Alumni Federation Medal for Distinguished Service to the University; the NOW-NYC 2002 Women of Power and Influence Award; and Tax Management 1997 Distinguished Author Award. 

She is consistently recognized by Chambers USA: America's Leading Lawyers for Business as a leading individual in Employee Benefits & Executive Compensation and by Legal 500 in Employee Benefits and Executive Compensation.

Professional Associations

Member; Former Executive Committee Member; Former co-chair, Tax Section Committees on Continuing Legal Education; Employee Benefits; and Exempt Organizations; New York State Bar Association (Tax Section)

Member, International  Fiscal Association

Member, International Bar Association

Member, Columbia Law School Board of Visitors

Founding Member, Alumnae of Columbia Law School

Former Board of Directors, Pig Iron Theatre Company (1994-2006)

Former Board of Directors, former Chair of the Compensation Committee, The Wallace Foundation (1993-2006)

Former chair, Special Committee on Employee Benefits; Former member, Committee on Taxation; Association of the Bar of the City of New York

 

Bar Admissions/Licensed Jurisdictions
New York

 


Selected Representations

  • Counsel to Merck & Co., Inc. in connection with the US$4b sale of its 50% interest in Merial Limited to sanofi-aventis.

  • Counsel to Merck & Co., Inc. in connection with its US$41b merger with Schering-Plough Corporation.

  • Counsel to Goldman Sachs Mezzanine Partners, LP in connection with its purchase of US$500m in senior notes issued by Trinity Acquisition Limited, a subsidiary of Willis Group Holdings Ltd.

  • Counsel to Aleris International Inc. in connection with its chapter 11 restructuring.

  • Counsel to Merck & Co., Inc. in connection with its agreement to acquire Insmed Inc.'s portfolio of follow-on biologics platform candidates, and its Boulder, CO manufacturing plant for US$130m.

  • Counsel to Abraxis BioScience, Inc. in connection with its spin-off of Abraxis Health Inc.

  • Counsel to Labcoat Limited in connection with its sale to Boston Scientific Corporation.

  • Counsel to joint lead arrangers and initial lenders in connection with the fully underwritten US$2.65b senior secured bank financing for Invitrogen Corporation's US$6.7b acquisition of Applera Corporation's Applied Biosystems Group.

  • Counsel to underwriters led by JP Morgan Securities Inc. and Banc of America Securities LLC in connection with Estée Lauder Companies, Inc.'s US$300m public offering of senior notes.

  • Counsel to International Rectifier Corporation in connection with a proxy fight and unsolicited tender offer by Vishay Intertechnology, Inc.

  • Counsel to Goldman Sachs Mezzanine Partners, LP in connection with a recapitalization transaction of Yankees Entertainment and Sports Network LLC ("YES").

  • Counsel to Goldman Sachs Mezzanine Partners, LP in connection with its agreement with MoneyGram International, Inc. to provide US$500m in debt financing.

  • Counsel to Goldman Sachs Capital Partners, LP in connection with its US765m equity investment in MoneyGram International, Inc.

  • Counsel to Aleris International Inc. in connection with the US$295m sale of US Zinc to affiliates of Votorantim Metais Ltd.

  • Counsel to Aquila, Inc. in its acquisition by Great Plains Energy Inc. and Black Hills Corp. for US$1.7b.

  • Counsel to Republic Services, Inc. in connection with services to the Compensation Committee.

  • Counsel to eFunds in connection with its US$1.8b sale to Fidelity National Information Services, Inc.

  • Counsel to Merck & Co., Inc. in connection with its agreement to acquire NovaCardia, Inc.

  • Counsel to Delta and Pine Land Company in connection with its US$1.5b sale to Monsanto Company.

  • Counsel to Goldman, Sachs & Co. in connection with the US$20b formation of Goldman Sachs Mezzanine Partners V, which provides "private high-yield" capital for mid- to large-sized LBO transactions, recapitalizations, expansion financings, acquisitions and restructurings.

  • Counsel to Goldman Sachs Mezzanine Parnters, LP in connection with GSMP's US$1b investment in senior PIK notes of New Omaha Holdings Corporation, an intermediate holding company of First Data Corporation, and GSMP's US$250m equity co-investment in New Omaha Holdings, L.P.

  • Counsel to Goldman Sachs Mezzanine Partners, LP in connection with its US$600m investment in senior subordinated notes of Ulixes Acquisition BV, and intermediate holding company of Univar NV, and senior subordinated notes of Univar Inc., a subsidiary of Univar NV.

  • Counsel to WPP Group plc in connection with its acquisition of 24/7 Real Media for US$649m.

  • Counsel to Simon Property Group, Inc., together with funds controlled by Farallon Capital Management, LLC, in connection with the acquisition of the Mills Corporation for US$1.64b.

  • Counsel to Merck & Co., Inc. in connection with its US$400m acquisition of GlycoFi, Inc.

  • Counsel to Aleris International, Inc. in connection with its US$3.3b sale to Texas Pacific Group.

  • Counsel to The Goldman Sachs Group, Inc. in connection with the US$5.2b formation of Goldman Sachs Mezzanine Partners 2006, LP.

  • Counsel to WPP Group plc in connection with its US$1.52b acquisition of Grey Global Group, Inc.

  • Counsel to Wm. Wrigley Jr. Co. in connection with its US$12.5b proposed acquisition of Hershey Foods Co.

  • Counsel to UtiliCorp United Inc. in connection with its exchange offer for the remaining 20% of the common shares of Aquila, Inc. that it did not own.

  • Counsel to Chevron Corp. in connection with its US$42b acquisition of Texaco Inc.

  • Counsel to Bestfoods Inc. in connection with the US$24b unsolicited offer and acquisition by Unilever plc.

  • Counsel to WPP Group plc in connection with its acquisition of Young & Rubicam Inc. for US$4.7b in stock.

  • Counsel to Arthur Levitt, advisor to American International Group, Inc. on corporate governance.

  • Counsel to Goldman, Sachs & Co. and Starwood Capital Group in connection with their US$1b acquisition of National Golf Properties, a publicly traded real estate investment trust, and American Golf Corporation.

  • Counsel to WPP Group plc in connection with its successful bids for both Ogilvy Group and J. Walter Thompson.
CONTACT INFORMATION  vcard
NEW YORK
Tel:  +1.212.859.8745
Fax:   +1.212.859.4000

PRACTICES & INDUSTRIES

EDUCATION
Columbia Law School, JD – 1971
University of Pennsylvania, BA – 1967
 

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