Executive Compensation & Employee Benefits

We advise clients across a range of executive compensation and employee benefits matters, helping them to attract and retain a strong work force at all levels. We identify opportunities and strategies that allow them to offer competitive but cost-conscious executive compensation and employee benefits programs.


We provide services across all areas, including general advice on all employee benefits matters, strategic tax planning for executive benefits, and counseling on ERISA and ERISA-related litigation. Our attorneys, benefits consultants and actuaries work closely together to provide clients with comprehensive executive compensation and employee benefits services.

Our breadth of knowledge enables us to provide support in multiple areas, including:

  • Executive Compensation. We advise public corporations and private enterprises, including fund-owned portfolio companies, on a range of executive and management equity-based and other compensation issues. 
  • Mergers and Acquisitions. We offer a full range of transactional support for clients involved in buying or selling a business, including analysis and due diligence, establishment of new plans, and post-closing integration and implementation.
  • Retirement Plans. We advise employers on pension, profit-sharing, 401(k) plans, and ESOPs – from plan design to administration and selection of service providers to implementation and plan terminations. 
  • Health and Welfare Benefits. We advise on the design, cost, implementation and administration of all types of health and welfare benefits, such as health care, life insurance, long-term disability, long-term care and other group benefit plans. 
  • Fiduciary Rules. Counsel employers, fiduciaries and providers of benefit plan services on ERISA fiduciary duties and prohibited transactions. 
  • Health Care Reform. We have been thought leaders on the topic of health care reform and use our experiences under the Massachusetts Health Care Reform Act to assist clients in adopting the regulations of the federal Affordable Care Act. 
  • Exemptive Relief and Rulings. We have sought and obtained key exemptions from the Department of Labor (DOL) and guidance from the IRS on all manner of ERISA and executive compensation-related matters. 
  • ERISA Controversy and Litigation. We represent plan sponsors and fiduciaries in litigation (including class actions), IRS and DOL audits, and prelitigation disputes. 
  • Tax-Exempt and Governmental Entities. Advise tax-exempt and governmental organizations on their unique compensation and benefits issues, including §403(b) and deferred compensation issues. 
  • Policy Advocacy and Speaking. We maintain close contact with policymakers at the IRS and DOL, and frequently speak on panels with government representatives and others.


We have extensive experience covering a wide range of executive compensation and employee benefits matters:

  • Ropes & Gray negotiated three purchase agreements and disclosure schedules with four bidders and provided advice on the employee benefits transition, including restructuring costs, payroll, transaction payments and benefits continuation in connection with Becton, Dickinson and Company’s sale of three of its product units. The sale covered employees in over a dozen jurisdictions.
  • We advised Keurig Green Mountain in connection with acquisitions, dispositions, and other employee benefits – and executive compensation-related matters. We recently advised Keurig Green Mountainwith respect to the company’s acquisitions of Diedrich’s Coffee and Van Houtte.
  • We represented TPG Capital in its acquisition of Immucor, a leading blood-testing equipment maker, advising on all benefits and executive compensation issues as well as post-transaction counseling.
  • We negotiated the executive employment agreement with the chief executive officer, assisted in the design of the limited partnership agreement (holding company) equity incentive plan, profits interest grants and a cash equity investment purchase program in connection with TPG Capital’s $850 million acquisition of MDA, an IT company that provides property information to insurance companies, lenders and legal professionals.
  • We advised Nortek, a public building products manufacturer, on benefits issues in connection with an acquisition, including implementing a post-transaction executive bonus plan, ERISA aspects of a debt offering and a senior loan relating to the transaction.
  • We negotiated the employment and equity arrangements with the chief executive officer and chief financial officer of J. Crew and advised TPG Capital on equity and executive compensation matters for other key employees in connection with its $3 billion acquisition of J. Crew.
“These lawyers are committed to excellent service: they are especially responsive and expert in their field.”
Client, Chambers USA