Executive Compensation & Employee Benefits in Transactions

We have a comprehensive and coordinated approach to benefits and employment in the transactional context.


We actively support the firm’s significant transactional practice, performing both legal and quantitative benefits diligence, negotiating the benefits-related aspects of the deal, and following through with plan set-ups, spinoffs, and/or terminations as needed.

We regularly advise clients on the executive compensation and broad-based benefits aspects of business transactions and assist in the implementation of new or assumed arrangements – for example, in the “rollover” of stock options, issues surrounding the reinvestment of proceeds from the sale of employer stock, and the transitioning of health and welfare programs.

We coordinate with our M&A colleagues to provide transactional support that includes:

  • Analysis and due diligence inquiries relating to pension, welfare and other compensation and benefit plans, as well as collective-bargaining and other labor and employment matters
  • Negotiation of transaction and transaction-related documents, such as merger agreements, stock purchase agreements, asset acquisition agreements and transition services agreements
  • Design, implementation and negotiation of change-in-control and retention arrangements
  • “Golden parachute” analysis, including the “280G calculation” performed by expert actuaries and the preparation of shareholder-disclosure and vote materials in transactions involving nonpublic targets 
  • Negotiation and implementation of transaction–related employment and termination agreements 
  • Post-transaction implementation of equity-based and other executive compensation arrangements
  • Post-transaction planning and integration and implementation relating to workforce generally, including employment and benefits-related services
  • Advice on international issues