Employee Benefits & Executive Compensation

In this highly technical area, our group is widely known for their inventive and practical approach to solving problems and resolving business issues. Our team provides employee benefits and executive compensation advice in connection with high-profile, multi-billion dollar M&A transactions, public proxy statements, compensation arrangements and ERISA fiduciary matters for investment funds and plan fiduciaries.

Why Paul, Weiss?

Our Employee Benefits and Executive Compensation Practice Group plays a pivotal role in the majority of transactions the firm handles on behalf of our clients. From creating, negotiating and modifying change-in-control arrangements to addressing issues that arise in connection with the assumption of (or the failure to assume) benefit plans and other employee obligations, we provide sophisticated advice that our clients expect and require to execute their most complicated strategic deals.

Teaming with the Investment Management Group, our employee benefits experts counsel market-leading investment firms in structuring their funds, acquisitions and dispositions and in managing ERISA fiduciary responsibility to minimize their risk and maximize their return.

Our lawyers also handle the most complicated employee benefits plan and executive compensation matters. They have extensive experience in designing and implementing innovative employment contracts and cash and equity-based incentive arrangements for senior management of public and private companies.

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Our Practice

The Paul, Weiss Employee Benefits and Executive Compensation Practice Group is a highly accomplished team that has earned national recognition for the excellence of their work. The team is well-known for their ability to translate the highly technical aspects of employee benefits and executive compensation law into practical advice.

We offer sophisticated skills and exceptional experience in a variety of settings including public and private corporate transactions, executive compensation arrangements and in support of ERISA litigation, advising on not only legal, but also tax, accounting, actuarial and human resource issues.

As a key participant in all of the firm’s transactional work, our team counsels on benefits issues connected with corporate takeovers, sales and going-public and going-private transactions. We assist our litigators in prosecuting, defending and settling significant ERISA-related claims, including the defense of fiduciary breach claims.

We design and implement cutting-edge executive compensation arrangements, including deferred compensation, supplemental retirement pensions and equity-based compensation, employment termination, and non-compete arrangements. We have superior experience and expertise in evaluating the tax, securities law, accounting and corporate fiduciary issues that arise under deferred compensation and equity-based pay plans, including Section 162(m), Section 409A and “golden parachute” issues.

We field questions involving ERISA’s fiduciary responsibility and prohibited transaction rules. This work involves counseling for the plan sponsor or for the money manager. We work with the Paul, Weiss Investment Management Group in structuring, implementing and operating investment funds whose investors include employee benefit plans subject to ERISA.

Together with the Paul, Weiss Personal Representation Department, we also have given benefit plan advice to individuals and estates with substantial retirement plan assets.

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Clients

Our lawyers have provided executive compensation and employee benefits advice to:

AbitibiBowater
Automatic Data Processing
Aveon Management
Carnival Corporation
Citigroup
Dainippon Sumitomo Pharma Co.
Ericsson
Emdeon
General Atlantic
(and Portfolio Companies)
Hasbro
Interline Brands
Kohlberg & Company
KPS Capital Partners

Las Vegas Sands
MacAndrews & Forbes
Oak Hill Capital Partners
(and Portfolio Companies)
Oaktree Capital Management
Ply Gem Industries
Polo Ralph Lauren Group
The Wendy’s Company
Time Warner Cable
TowerBrook Capital Partners
Universal American Corp.
Virtu Financial
Warner Music Group
Wellspring Capital Management
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Industries

The nature of our practice allows us to provide counsel to every business sector. Representations have included work on behalf of:

Consumer products
Hospitality and gaming
Industrials and manufacturing
Infrastructure and renewable energy
Insurance
Media and entertainment

Natural resources
Pharmaceuticals and healthcare
Professional services
Real estate
Retail and apparel
Technology and telecommunications
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Recognitions

Well-deserved praise has been given to our Employee Benefits and Executive Compensation Practice Group. Recognitions have included:

The Best Lawyers in America
- Recognized practitioner - Robert C. Fleder (1987 – 2011)
Chambers USA
- Recognized practitioner – “(National) Employee Benefits & Executive Compensation.” (2011)
- Leading firm – “(NY) Employee Benefits & Executive Compensation.” (2011)
- Band 1 and Band 3 practitioners – “(NY) Employee Benefits & Executive Compensation.” (2011)
Legal 500
- Leading firm – “Executive Compensation.” (2011)
- Leading lawyer and one recognized practitioner – “Executive Compensation.” (2011)
U.S. News & World Report/Best Lawyers
- Tier 1 firm – “(NY) Employee Benefits (ERISA) Law.” (2010)

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Representative Engagements

Our team provides employee benefit and executive compensation advice in connection with high-profile, multi-billion dollar and cutting-edge transactions, including:

Time Warner Cable in its $3 billion acquisition of Insight Communications, owned by the Carlyle Group, MidOcean Partners and Crestview Partners, in a transaction that joins two of the ten largest U.S. cable operators. (Pending)
Ericsson in the acquisition of Telcordia Technologies from Warburg Pincus and Providence Capital for $1.15 billion in cash. The acquisition is expected to boost Ericsson's expansion of its North American business, particularly in managed services to some of its existing large customers. (Pending)
Oak Hill Capital Partners in the $900 million sale of its portfolio company Primus International, a leading supplier of highly engineered metallic and composite parts, kits and assemblies to the global aerospace industry, to Precision Castparts Corp. (August 2011)
The Wendy's Company in its sale of Arby's Restaurant Group to a buyer formed by Roark Capital Group, in a transaction with an aggregate value estimated to be $430 million. The transaction, in which The Wendy's Company retained an 18.5 percent common stock ownership interest in the Arby's business, provided substantial value to stockholders, deleveraged the balance sheet and allowed the company to devote its full attention to growth opportunities. (July 2011)
JH Investments, Oaktree Capital Management and TPG Capital in their $1.2 billion acquisition of the North American home building business of Taylor Wimpey, the U.K.'s second-largest home builder. (July 2011)
Warner Music Group in its $3.3 billion going private sale to Access Industries. Warner Music is one of the "big four" recorded music businesses, and home to the labels Warner Bros., Elektra and Atlantic. It also owns Warner/Chappell Music, the third-largest music publishing business in the world. (July 2011)
Apollo Global Management in its $560 million leveraged acquisition of CKx, an entertainment business that co-owns the rights to "American Idol" and "So You Think You Can Dance." (June 2011)
Virtu Financial in its $1.5 billion merger with Madison Tyler Holdings, creating one of the world's preeminent financial technology companies. The combined company, which will operate under the Virtu Financial name, will receive a strategic growth investment in support of the transaction from Silver Lake, the world's largest technology investment firm. (May 2011)
Universal American Corp. in the $1.25 billion sale of its Medicare Part D business to CVS Caremark, making CVS one of the nation's largest providers of prescription drug services for Medicare Part D beneficiaries; and in the related spin-off of UAM's remaining businesses to its public shareholders. (April 2011)
Oaktree Capital Management as the primary sponsor in the reorganization of Aleris International allowing Aleris to emerge from chapter 11 protection. (April 2011)
Ericsson in the $1.3 billion acquisition of Nortel Network's Multi-Service Switch business. (March 2011)
AbitibiBowater, and certain U.S. and Canadian subsidiaries, as U.S. bankruptcy and securities counsel in their chapter 11 and Canadian insolvency proceedings. (November 2010)
Harbinger Capital Partners in the transfer of its majority interest in global consumer products company Spectrum Brands Holdings to Harbinger Group (HGI). (September 2010)
Citigroup in the sale of its private equity businesses (fund of funds, mezzanine funds, feeder funds and co-investment businesses) to Lexington Partners and StepStone Group. (July 2010)
General Atlantic Partners in the acquisition of First Republic Bank from Bank of America for approximately $1.86 billion. (July 2010)
Oak Hill Capital Partners in the $1.1 billion sale of Duane Reade Holdings to Walgreen Co. (April 2010)
General Atlantic Partners and Kohlberg Kravis Roberts & Co. in their $1.65 billion acquisition of TASC from Northrop Grumman. (December 2009)
TowerBrook Capital Partners in the recapitalization of Wilton Holdings. As a result of this recapitalization, TowerBrook and another significant creditor are the new majority owners of Wilton Holdings. (October 2009)
Dainippon Sumitomo Pharma Co., a multi-billion dollar, publicly traded pharmaceutical company in Japan, in its $2.6 billion acquisition of Sepracor, a NASDAQ listed pharmaceutical company. (September 2009)
General Atlantic portfolio company, Emdeon, in its initial public offering of its Class A common stock, which is listed on the New York Stock Exchange. (September 2009)
KPS Capital Partners in the closing of KPS Special Situations Fund III (Supplemental), LP with investor capital commitments of $700 million in the initial closing, and in the final closing bringing the fund to its cap of $800 million of investor capital commitments. (September 2009)

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