Executive Compensation and Employee Benefits
We advise on all aspects of executive compensation plans and arrangements, offering experienced counsel on the complex tangle of applicable tax, corporate, securities and employment laws and regulations. Our executive compensation lawyers provide guidance to companies, boards, compensation committees and select senior executives at all stages of executive compensation planning, from design to disclosure to implementation. We stay at the cutting edge of changes to the legal framework and public and shareholder sentiment, balancing the technical and the practical in order to best achieve our clients’ goals. Our lawyers have great experience in equity and cash compensation arrangements, nonqualified deferred compensation arrangements, and employment, severance, retention and change-in-control agreements. We also counsel clients regarding the limitations imposed by various industry-specific regulators.
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 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-sector 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, Financial and Business Integrity and Broker-Dealer 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.
Our knowledgeable attorneys advise US companies on issues surrounding equity or cash plans anywhere in the world, drawing on our broad international network to provide reliable, tailored guidance to each client. To help US companies offer incentive arrangements to employees outside the United States, our attorneys conduct surveys to understand the securities laws, disclosure requirements, exchange control, taxation (for the employees and employer), labor laws and data privacy issues in the relevant jurisdictions. We also guide these companies as they implement global harmonization or incentive arrangements after an acquisition, sale or merger, and investigate the securities and tax law implications of option repricings. 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.
Acted as benefits counsel to Analog Devices in its purchase of fellow chipmaker Linear Technology Corp. for $14.8 billion, the latest deal in a wave of consolidation that has swept the semiconductor industry in the past two years.
Advised Amundi Pioneer (f/k/a Pioneer Investment Management USA) during its acquisition by Amundi on the implications of the sale for US benefit and executive programs, including various change-in-control provisions under US bonus and deferred compensation plans. Worked with Amundi Pioneer to design appropriate retention incentives during pre-transaction period, as well as advising on post-transaction executive and professional bonus and deferred compensation incentives. Advised on US implications of UCITS V- sensitive design features. Also advised asset management business in connection with streamlining its retirement product offerings in light of new DOL rules and in light of post-transaction business focus.
Advised CIRCOR International, Inc. in its acquisition of the Fluid Handling businesses of Colfax Corporation. The acquisition expanded CIRCOR’s product and service offering while strengthening its position as a leading provider of flow control solutions. We worked with them on negotiating the transaction, including employee transfer issues and a defined pension plan spinoff agreement. We also provided counsel on HR integration, employment, and benefits transfer and replacement issues.
Represented Cynosure, a publicly traded developer and manufacturer of aesthetic treatment systems in its sale to Hologic, a developer, manufacturer and supplier of diagnostics, medical imaging and surgical products, in a transaction worth approximately $1.65 billion. Advised on the treatment of Cynosure shares held in the Cynosure 401(k) plan company stock fund.
Advised Sonus Networks, Inc., a global leader in securing cloud and real-time communications, on employee benefits–related issues in connection with its announced business combination with GENBAND, a leading provider of carrier and enterprise network transformation and real-time communications solutions. This transaction involved a “merger of equals” between a publicly traded company (Sonus) and private-equity backed private company (GENBAND), pursuant to which Sonus and GENBAND became subsidiaries of a newly formed, publicly traded holding company.
Represented Genpact, a global professional services firm focused on delivering digital transformation for clients, on employee benefits–related issues in connection with its acquisition of BrightClaim and its associated company National Vendor, both leading providers of integrated claims solutions to the US property and casualty insurance market. The acquisition marries domain expertise with advanced technologies to fundamentally change how insurers manage the claims process, allowing carriers to create a seamless claims experience for their customers.
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 124 WilmerHale lawyers, naming 11 partners “Lawyer of the Year” in the 2020 edition of its peer-reviewed publication.
- BTI Consulting Group – Named Kim Wethly to its Client Service All-Stars 2019 list for exhibiting exceptional client service.
- Chambers USA: America’s Leading Lawyers for Business – Recognized our Massachusetts Employee Benefits and Executive Compensation Practice in 2010–2021, 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.”
- Corporate Board Member – In 2014, 2016 and 2018, the most recent edition, WilmerHale was named to the Top National Corporate Law Firms list, a comprehensive ranking of the top 25 firms in the nation. Results are based on law firm surveys and feedback from thousands of directors and general counsels.
- 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), including in the 2021 edition.
- U.S. News - Best Lawyers® – In the 2010–2021 “Best Law Firms” rankings, our employment law practice was ranked in the first tier in Boston and the second tier nationally. In prior rankings, Kim Wethly was individually recognized for her ERISA practice.