Executive Compensation and ERISA

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 »


Practice Highlights What Others Say About Our Practice

Selected Highlights


Executive Compensation and Corporate Governance

  • We represent a large and diverse group of domestic public and private companies, including many Fortune 500 corporations, in executive compensation and corporate governance matters, including Abbott Laboratories, Activision Blizzard, Alcoa, Alkermes, Alpha Natural Resources, American Express, American Tower, ANN INC., ArcelorMittal, CARBO Ceramics, Dollar Thrifty Automotive Group, Dow Chemical, General Dynamics, Google, GlaxoSmithKline, Graybar, The Hartford, Hexcel, Honeywell, IMAX, Interpublic Group, Kindred Healthcare, McDonald’s, MDC Partners, Nationstar, OneWest Bank, OpenText, Pall, SABMiller, Sempra Energy, Sony, Southwestern Energy, Tech Data, United Technologies, Verisign, The Washington Post Company, and Whirlpool.

  • Counsel to CEOs of Cardinal Health, EADS North America, Foster Wheeler, Hilton, Mast and Omnicare with contract negotiations and other compensation matters.

  • Counsel to domestic and international investment banks on executive compensation matters, including regular work for Bank of America, Barclays Capital, Citigroup, Credit Suisse, Deutsche Bank, HSBC, ING and Goldman Sachs. We represent each of these banks, along with BNP Paribas, Natixis and others in complying with international executive compensation regulatory reform.

  • Counsel to a number of private equity portfolio companies, including Bausch + Lomb, Biomet, Neiman Marcus and Travelocity, in structuring executive compensation and equity incentive programs such as employee tender offers, stock option adjustments and repricings.

  • Counsel to Google on the implementation of a transferable stock option (TSO) program as well as other executive compensation measures.

  • Counsel to the Securities Industry and Financial Markets Association for the submission of comment letters on the Basel remuneration guidelines as well as the incentive compensation rules of the Dodd-Frank Act, which is applicable to financial institutions.

ERISA Fiduciary Matters
  • We are regular counsel to virtually every major financial institution on pension investment matters, including Barclays Capital, BNP Paribas, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, HSBC, ING, JPMorgan Chase, Morgan Stanley and others.

  • Counsel to the board of directors of Verizon Communications on the purchase of an annuity contract to transfer $7.5 billion in pension obligations owed to existing management retirees.

  • Counsel to ING in the filing of an appellate brief before the 11th Circuit in connection with its stock drop litigation.

  • Counsel to Bank of America in connection with litigation over hedge fund distribution.

  • Counsel to the Union Carbide Corporation Pension Plan in connection with a pension fiduciary claim.

Private Equity and Alternative Investments
  • We provide ongoing counsel to private equity firms, such as TPG, EMSO Partners, KKR, Highstar Capital, Helios Advisors, First Reserve and Angelo, Gordon, in connection with the application of the ERISA rules to their investment funds.

  • Counsel to Citigroup in the formation of a plan asset hedge fund, the first of its kind established by Citigroup.

  • We have structured carried interest arrangements for private equity firms, including TPG, TPG Special Situations Partners and The Raine Group.

  • Counsel to a consortium of private equity sponsors in connection with the revision of certain equity-incentive arrangements related to certain senior service providers of Univision Communications.

Mergers and Acquisitions

We contribute to most of the firm’s transactional practices in the United States and abroad, including the public and private M&A and private equity, capital markets, derivatives and structured products, and bankruptcy practices. Recent highlights include acting as counsel to:
  • Google in its acquisitions of Motorola Mobility, AdMob, Admeld, Wildfire and ITA Software, and other telecom, media and technology companies.

  • GlaxoSmithKline in its acquisition of Human Genome Sciences.

  • Home Depot in its acquisition of Redbeacon.

  • Warburg Pincus in its acquisition of Endurance.

  • Bausch + Lomb in its acquisition of Ista Pharmaceuticals.

  • Biomet in its acquisition of the global trauma business of DePuy Orthopaedics.

  • Grupo Bimbo in its acquisition of Sara Lee’s North American Fresh Bakery business.

  • Alpha Natural Resources in its acquisition of Massey Energy.

  • Warburg Pincus and Vestar Capital Partners in their purchase of a controlling interest in Triton.

  • Goldman Sachs in the sale of Litton Loan Servicing to Ocwen.

  • Nortel Networks following its bankruptcy filing in a series of divestitures that included U.S. assets and employees, culminating in the sale of the residual patents business.

#1 in Employee Benefits (New York)
The Best Lawyers in America, 2010

“Cleary Gottlieb is widely acknowledged as a standout firm in employee benefits and compensation in New York. The group focuses on transactional work, with notable expertise in M&A and private equity compensation matters…In addition to its deal-based practice, the group advises on ERISA fiduciary matters, and is viewed as a go-to choice in this area for banking giants.”
Chambers USA, 2013
“This group is viewed as a leading light in the employee benefits and executive compensation domain, including ERISA matters. This makes it an attractive choice for high-profile clients … The firm advises investment groups, banks and companies on new regulations surrounding executive pay, disclosure and corporate governance. Recently the firm’s workload has included guidance on high-profile stock-drop cases and multijurisdictional pension plans. …

‘These attorneys are the A-team; we challenge them with complicated investment structures on a daily basis and they handle the work with ease.’”
Chambers USA, 2012
The firm “‘has depth of experience and knowledge, and a strong understanding of the current legal landscape, and provides prompt and timely advice.’ The comprehensive, New York-based EBEC practice spans compensation aspects of M&A, executive compensation and corporate governance, and ERISA fiduciary matters. All four partners practice at the highest level.”
The Legal 500 U.S., 2012
“Executive compensation remains a pillar of this firm’s practice, as does its ERISA work in the investment space. … ‘This firm is probably the best at what it does in the USA. It's hard to imagine a better group of people.’”
Chambers USA, 2011
“‘Cleary Gottlieb’s highly rated New York EBEC group covers the practice area comprehensively, offering advice and support in regulation, ERISA fiduciary matters, and the compensation aspects of mergers and acquisitions. The 25-strong group, whose members ‘work as extended members of the in-house team,’ provides a ‘combination of technical skills, a practical, problem-solving mindset, and effective communication.’ All four partners practice at the highest level. ’”
The Legal 500 U.S., 2011
“This New York giant dominates the financial services market and has a leading national practice in the ERISA fiduciary arena. … The group is also skilled in designing compensation arrangements, negotiating employment agreements and advising on the securities law aspects of executive compensation matters.”
Chambers USA, 2010