Routinely recognized for our preeminence in this area, Cleary Gottlieb has an extensive practice helping well-known multinational corporate clients structure executive compensation arrangements that achieve the delicate balance between executive, corporate and shareholder interests. By guiding clients toward smart, strategically sound policies concerning the design and disclosure of executive compensation, we also help companies avoid corporate governance controversy. A serious multidisciplinary approach enables our executive compensation lawyers to provide expert advice in tax, securities, corporate fiduciary, employment and other areas of law impacting these issues. Because of our broad international practice, we are particularly adept at dealing with the unique problems that face foreign companies conducting business in the United States.
Read More »
Selected Highlights
- Counsel to Activision/Blizzard, Alcoa, Alpha Natural Resources, American Express, American Tower, Ann Taylor Stores, ArcelorMittal, Bausch & Lomb, CARBO Ceramics, Continental Airlines, Del Monte, Dollar Thrifty Rent-A-Car, Fred Alger Company, Fresh Del Monte, GlaxoSmithKline, Google, Hexcel, The Hartford Financial Services Group, Honeywell, Imax, The Interpublic Group of Companies, J. Crew, Kindred Healthcare, McDonald’s, Nortel Networks, Pall Corporation, Patriot Coal, Sony, Tech Data, United Technologies, VeriSign and The Washington Post Company, among others, on executive compensation and corporate governance matters.
- Counsel to U.S. and non-U.S. investment banks on executive compensation matters, including regular work for Bank of America, Barclays Capital, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs and Morgan Stanley. We are currently representing each of these banks, along with American Express, BNP Paribas, HSBC, Natixis, Nomura and Wells Fargo, in complying with international executive compensation regulatory reform.
- Counsel to Nortel Networks and affiliates in negotiations with the Pension Benefit Guaranty Corporation, one of Nortel’s largest creditors, and on ERISA matters in connection with the sale of business units related to its corporate restructuring.
- Counsel to the UAW in negotiations relating to the Chapter 11 proceedings of Chrysler and General Motors, including advising the UAW on ERISA aspects of the landmark section 363 sales consummated in both cases. In addition, we represented the UAW in restructuring the obligations of the Ford Motor Company’s Voluntary Employees' Beneficiary Association (VEBA) trust structure, as well as creating the VEBAs for each of General Motors and Ford in 2005 and for Chrysler in 2007 to provide medical benefits for hundreds of thousands of retirees from General Motors, Ford and Chrysler and their dependents.
- Counsel to Barclays Global Investors in obtaining landmark DOL exemption under ERISA to permit trading with newly affiliated Lehman broker-dealer.
- Counsel to ArcelorMittal in structuring and implementing its 2008 Employee Share Purchase Plan, offered to more than 220,000 employees in 22 countries (Argentina, Belgium, Bosnia and Herzegovina, Brazil, Canada, Costa Rica, Czech Republic, Germany, Hungary, Italy, Kazakhstan, Liberia, Luxembourg, Mexico, Morocco, Poland, Romania, South Africa, Spain, The Netherlands, United Kingdom and United States of America).
- Counsel to Vallourec in structuring and implementing its "Value 08" international employee share-offering plan. Close to 12,200 employees in eight countries (France, Germany, Brazil, United States, United Kingdom, Mexico, China and Canada), representing 68 percent of eligible personnel, subscribed to the proposed share offering.
- Counsel to U.S. and non-U.S. investment banks in executive compensation matters, including regular work for Bank of America, Barclays Capital, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs and Morgan Stanley.
- Counsel to the Securities Industry and Financial Markets Association (SIFMA) in connection with the executive compensation aspects of the financial industry bailout.
- Counsel to virtually every major financial institution, including Bank of America, Barclays Capital, Barclays Global Investors, Citigroup, CSFB, Deutsche Bank, Goldman Sachs, HSBC, ING, JPMorgan Chase, Morgan Stanley, UBS and others, on pension investment matters. We also advise pension plan investors such as the pension funds of 3M, UTC and Henkel Corporation.
- Counsel to Bank of America, Barclays Capital, BNP Paribas, Calyon, Citigroup, Deutsche Bank, Goldman Sachs, Morgan Stanley, Prudential Securities and UBS regarding ERISA issues in the development and marketing of structured and other financial products.
- Counsel to several CEOs and other senior executives with respect to contract negotiations and tax matters, including executives of Aetna, Alcoa, Barilla, Cardinal Health, Express, Harrods, Hilton Hotels, Home Shopping Network, Las Vegas Sands Corp. and Tommy Hilfiger.
- Advice to private equity clients on how to compensate executives and deal professionals in the private equity/alternative investment arena, including in connection with carried interest and co-investment plans.
- Counsel in most of the firm’s transactional practices in the United States and abroad, including public and private M&A, private equity, capital markets, structured finance, and bankruptcy and restructuring practices.
- Counsel to employers in ERISA and executive compensation litigation matters ranging from stock drop cases, to fiduciary representations in connection with the Madoff investments, to responding to governmental inquiries into executive compensation matters.
#1 in Employee Benefits (New York)
The Best Lawyers in America (2010)
“[T]his firm dominates the financial services market; it has cultivated a reputation as one of the leaders in ERISA fiduciary matters, and is praised for its good work counseling clients on the employee benefit aspects of M&A transactions. The team is applauded for its proactive outlook, and ‘works tirelessly to keep clients abreast of new laws and issues.’”
“The team wins full marks for its service: ‘Although it’s a big firm, the lawyers always make you feel like you are their most important client.’”
Chambers USA (2009)
“‘There’s really nobody better in the business than Cleary Gottlieb,’ according to clients. ... Clients offer fulsome praise of the practice, saying ‘they’ve got universally recognized superstars,’ ‘the quality of service is excellent,’ and ‘I can’t recommend them highly enough.’ Several clients point out that the team ‘gets out in front of issues’ and comprises attorneys who are ‘forward-thinking’ and ‘innovative in their views.’”
The Legal 500 - US (2009)
“Seasoned clients describe it as ‘by far and away the best ERISA group in the country, with a diversity and breadth of expertise.’”
Chambers USA (2008)
“Clients... describe the team as ‘cutting-edge’ and ‘highly integrated’, while it manages to ‘marry legal analysis and practical advice.’”
The Legal 500 - US (2008)
“‘Absolutely excellent’... ‘Great judgment’ lies at the heart of the group's appeal and the team is 'at the top of its game' for its transactional practice.”
Chambers USA (2007)
A “Leading” firm for Employee Benefits in New York
PLC Which Lawyer? Yearbook (2007)
“Strikes the perfect balance between destination practice and corporate support, ensuring it a place at the forefront of the market.”
The US Legal 500: Volume IV (2007)
|
"Say on Pay" Resource Center
|