The Executive Compensation and Employee Benefits practice at Weil, Gotshal & Manges is a diverse practice encompassing all aspects of executive compensation and employee benefits. Our practice’s primary focus is on advising US and multinational clients in all aspects of compensation and benefits that arise in merger and acquisition transactions. Executive compensation and employee benefit issues often raise significant financial issues in these transactions. Our lawyers analyze the legal and financial risks associated with compensation and benefit arrangements, negotiate the applicable terms of acquisition agreements, and advise and execute strategies for new incentive, compensation, and benefit plans. We regularly provide advice on senior executive employment arrangements, stock options, restricted stock and other equity compensation, deferred compensation arrangements, golden parachutes, and pension plans. In addition to our transactional practice, the group advises Weil’s clients on the often complex and interrelated ERISA, tax, securities law, and financial accounting issues that arise in their executive compensation and employee benefit programs.

• Critical component of the firm’s mergers and acquisitions and private equity groups, regularly assisting acquirers in assessing the scope and risks of target companies’ compensation and benefit programs, with particular emphasis on how change of control provisions operate and how their costs can be minimized.
• Instrumental in the design and negotiation of replacement programs that provide incentives to retain existing management.
• Extensive experience working with private equity firms and senior management teams in developing and implementing equity compensation arrangements in private companies that maximize capital gains opportunities for management.
• Advise on and negotiate employment agreements for employers and senior executives, including related individualized equity-based compensation and deferred compensation arrangements.
• Evaluate the tax, securities law, and accounting issues that arise under deferred compensation and equity-based pay plans, including Section 162(m), Section 409A and “golden parachute” issues.
• Regularly advise companies on compensation and benefits-related issues in financial restructurings and bankruptcy in conjunction with the firm’s top-rated bankruptcy and restructuring practice.
• Advises public companies on the preparation of securities disclosure materials relating to executive compensation.
• Long track record of counseling private equity sponsors in connection with the formation of investment partnerships and the structuring of their individual investments to address ERISA’s plan asset regulations. The practice regularly provides advice to trustees, investment managers and others with respect to their fiduciary responsibilities under ERISA.
• London-based benefits practice provides advice on all aspects of executive compensation and employee benefits both in the day-to-day and transactional contexts, including advice on the complex legislative and regulatory framework in the UK.
• Frequently appear on behalf of clients before regulatory agencies such as the Internal Revenue Service, Pension Benefit Guaranty Corporation, and Department of Labor.