We advise on all aspects of executive compensation plans and arrangements, offering experienced counsel on the complex web of applicable tax, corporate, securities and employment laws and regulations. Our executive compensation lawyers provide guidance to companies, boards of directors, compensation committees and select senior executives at all stages of executive compensation planning, from design to disclosure to implementation. Our capabilities also include advising on the interpretation of existing plans and arrangements in a wide variety of transactions. We stay at the cutting edge of changes to the legal framework and public and shareholder sentiment, balancing the technical and the practical to best achieve our clients’ business goals and navigate the impact of regulatory and market developments. Our lawyers have significant experience in equity and cash incentive compensation arrangements; nonqualified deferred compensation arrangements; employment, severance, retention and change-in-control agreements; and, for our non-corporate and ex-US clients in particular, profits interests and phantom equity arrangements.
We counsel an array of public, private and nonprofit clients as they navigate the complex, ever-changing legal landscape that shapes employee benefits and retirement plans. Our attorneys help human resources professionals understand and manage the tax, securities and employment law implications of their benefits programs. We also regularly advise employers, boards of directors, and compensation and administrative committees as they design and draft qualified and non-qualified retirement programs, health and welfare plans, and fringe benefit plans, and we represent these employers and their plans before government agencies and in litigation. WilmerHale’s highly experienced transactional and tax lawyers collaborate to tackle employer concerns that range from negotiating the employee-related issues involved in buying or selling a business to advising on worker classification and employment tax matters.
Financial companies face the complex task of designing investment products suitable for ERISA-covered plans. At WilmerHale, seasoned ERISA attorneys collaborate with lawyers from our Investment Management, Business and Financial Integrity and Broker-Dealer Compliance and Regulation Practices to advise clients on the rules that govern the management of pension and other benefit funds. Our experience covers not only ERISA but also the provisions of the tax laws that can affect the design of benefit plan products and services. Our representation of institutional clients also extends to transactional and litigation matters. Read more about our Insurance, Annuities and Retirement Practice.
Our knowledgeable attorneys advise US companies on issues surrounding equity or cash incentive plans anywhere in the world, drawing on our broad international network to provide reliable, tailored guidance to each client. We also guide these companies as they implement global harmonization or incentive arrangements after an acquisition, sale, merger, or other cross-border transaction. We regularly prepare the rules and individual agreements for international incentive arrangements and assist with related US disclosure and listing issues. We also assist local counsel in preparing documentation in their jurisdictions.
Counsel numerous global public companies on equity and executive compensation and benefits matters including Thermo Fisher Scientific, MKS Instruments, State Street, TMX Group, Skyworks Solutions, Apellis Pharmaceuticals, Ameresco, MicroStrategy and PTC Therapeutics.
Acted as executive compensation and benefits counsel to PerkinElmer in its $5.25 billion acquisition of BioLegend, including advising on the integration of 401(k) and executive deferred compensation plans and in its $2.45 billion divestiture of its Applied, Food and Enterprise Services businesses to New Mountain Capital, including providing extensive advice on the transferring of employees and various benefit programs across multiple jurisdictions, efficiently supervising local counsel in dozens of countries.
Advised MKS Instruments with certain executive compensation aspects of its $4.4 billion acquisition of Atotech, an international specialty chemicals and equipment company.
Acted as executive compensation and benefits counsel to Houghton Mifflin Harcourt in its acquisition by Veritas Capital; Adore Me in its acquisition by Victoria’s Secret; AVEO Oncology in its acquisition by LG Chem; Epizyme in its acquisition by Ipsen; Akouos in its acquisition by Lilly; Akamai Technologies in its acquisition of Linode Limited Liability Company and its pending acquisition of Neosec; Solid Biosciences in its acquisition of AavantiBio; and Progress Software Corporation in its acquisition of Kemp Technologies.
Regularly act as executive compensation and benefits counsel to private companies engaging in acquisitions and sales, including SDC Capital Partners in its’ acquisition of Basalt Infrastructure Partners; Benu Networks in its acquisition by Ciena Corporation; Lookout, Inc. in the sale of its mobile security benefits to F-Secure; and SecZetta Inc in its acquisition by SailPoint Technologies.
Regularly act as executive compensation and benefits counsel to companies going public, whether via an initial public offering process, a reverse merger or a de-SPAC transaction including Schrödinger, Verve Therapeutics, Cue Health, Xilio Therapeutics and Carisma Therapeutics.
Named a Leading Employee Benefits and Executive Compensation Practice in Massachusetts
Recommended for Labor and Employment: Employee Benefits and Executive Compensation (Transactions)
The Legal 500 United States
- Best Lawyers in America – Recognized 128 WilmerHale lawyers, including Executive Compensation and Employee Benefits Partners Kim Wethly, Amy Null, Scott Kilgore, Bill Caporizzo and Ciara Baker: and named Kim Wethly a “Lawyer of the Year” in the 2023 edition of its peer-reviewed publication.
- U.S. News - Best Lawyers® – In the 2010–2023 “Best Law Firms” rankings, our tax law practice was ranked in the first tier nationally.
- Chambers USA Guide – Recognized our Massachusetts Employee Benefits and Executive Compensation Practice in 2010–2023, praising our group for the “corporate savvy of its attorneys” and calling out the services we provide to “clients seeking executive compensation advice during the early stages of company formation,” stating that we are “a top-flight US firm” and our team is “great at meeting and exceeding expectations,” “seamless and integrated” and one “you can really depend on.”
- The Legal 500 United States – Regularly recognizes WilmerHale among the top law firms for our work in the area of Employee Benefits and Executive Compensation (Transactions), most recently in the 2023 edition.
- BTI Consulting Group – Named Kim Wethly to its Client Service All-Stars 2019 list for exhibiting exceptional client service.
- Washington Magazine – Named Scott Kilgore a 2023 Lawyer Lifetime Achievement Member.
- Super Lawyers – Selected Scott Kilgore for inclusion as a Washington DC Super Lawyer in the area of Employment and Labor in 2013-2023.