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Leveraged Buyouts: A Discussion with the Pension Benefit Guaranty Corporation 2013

Speaker(s): Israel Goldowitz, Jonathan F. Lewis, Lawrence K. Cagney, Sanford Rich
Recorded on: Jul. 31, 2013
PLI Program #: 52687

Lawrence Cagney is Chair of the firm’s Executive Compensation & Employee Benefits Group. He designs compensation plans and programs for public and private companies and assists them with related SEC reporting requirements and tax issues. Mr. Cagney also represents companies and individuals in structuring employment terms for senior executives as well as the unwind of such arrangements. In addition, Mr. Cagney advises financial services clients and investment funds on the fiduciary responsibility provisions of ERISA with respect to the investment of pension plan assets, including VCOC, REDC and other plan assets issues. Chambers USA (2010) ranks Mr. Cagney in the top-tier for employee benefits and executive compensation law, where clients note he is “one of the best executive compensation attorneys in town.” Mr. Cagney is also recognized as a leading lawyer by Legal 500 US (2010), where clients describe him as “incredibly knowledgeable and expert.”

Mr. Cagney authored “Compensation Committees”, BNA Corporate Practice Series (1998) and “Sirkin & Cagney, Executive Compensation”, New York Law Journal Press (1996). He is a frequent speaker and the author of numerous articles on executive compensation and issues pertaining to the investment under ERISA of plan assets by qualified employee benefit plans.

Mr. Cagney joined Debevoise in 1986 and became a partner in 1990. Previously, he was Assistant Counsel at Warner Lambert Company (1985-1986); and an associate at Milbank, Tweed, Hadley & McCloy (1981-1984). He received his A.B. from Fordham University in 1978 and his J.D. from Georgetown Law School in 1981.

Bar Admissions
New York

Fordham University, 1978, A.B.
Georgetown University Law Center, 1981, J.D.

Izzy Goldowitz is Chief Counsel of the Pension Benefit Guaranty Corporation, where his work focuses on ERISA Title IV and bankruptcy practice. He also served as Deputy General Counsel of the United Mine Workers of America Health of Retirement Funds.

He has been on the brief in several Supreme Court cases, including Beck v. PACE Int'l Union, U.S. 2007 (termination and closeout of single-employer plan), Raleigh v. Illinois Dept. of Revenue, U.S. 2000 (choice of law in bankruptcy), and Concrete Pipe v. Construction Laborers Pension Trust, U.S.1993 (constitutionality of MPPAA), and has argued several cases in the courts of appeals.

Publications include chapters on withdrawal liability and preemption/removal in J. Zanglein, S. Stabile & L. Frolik, ERISA Litigation, a forthcoming chapter on employee benefits in Norton Bankruptcy Law and Practice, and articles on choice of law in bankruptcy in the Norton Bankruptcy Adviser and American Bankruptcy Institute Journal.

He has spoken at the Sixth Circuit Judicial Conference; conferences sponsored by the ABA Taxation and Labor and Employment Law Sections, and Joint Committee on Employee Benefits; the International Foundation of Employee Benefit Plans; the National Coordinating Committee for Multiemployer Plans; the Turnaround Management Association; the Norton Bankruptcy Institutes; the American Bankruptcy Institute; regional bankruptcy/insolvency organizations; and metropolitan bar associations. 

He is a Fellow in the American College of Employee Benefits Counsel, and an Adjunct Professor at the Georgetown University Law Center, where he teaches employee benefits and bankruptcy courses. He currently serves on the Labor and Benefits Advisory Committee to the ABI's Chapter 11 Reform Commission. He is a recipient of PBGC's Distinguished Career Service Award.    

He earned his B. A. from Boston University, and his J.D. from George Washington University.   

Jonathan F. Lewis is Chair of the firm’s Employee Benefits & Executive Compensation Group . His practice encompasses a broad range of executive compensation, employee benefits and human resources matters. The scope of his practice includes:

  • Public and private mergers and acquisitions, with an emphasis on the private equity, healthcare and insurance sectors.
  • The design, operation and disclosure of executive compensation plans and programs.
  • The formation of private equity funds and the investment in the funds by ERISA pension plans.

Mr. Lewis is recognized by Chambers USA (2020) as a leader in Employee Benefits & Executive Compensation. Clients say that he is “a very balanced adviser, super easy to work with, very commercial and on top of developments.” He has also been described as “an outstanding lawyer,” and “a superstar” with “incredible knowledge of a complex field, he is very practical and gives advice that is appreciated from a client’s perspective.” The Legal 500 US (2020) also recommends Mr. Lewis, where clients have praised his “creative and practical approach.”

Mr. Lewis is a frequent writer on legal developments regarding employee benefits and executive compensation. He is the author or co-author of the Russian chapter of “Executive Compensation & Employee Benefits,” Getting The Deal Through, (July, 2015), “Counting To 80,” Private Equity Manager (August, 2013), “Impact of Health Care Reform on Employers: Two Years In,” Westlaw Journal - Health Law (March, 2013), “Employee Equity Repurchases Draw SEC Scrutiny,” The M&A Lawyer (March, 2013), “Buyer Beware (Employee Edition): Employee Benefit Covenants Could Have Unintended Consequences On ERISA Plans,” The M&A Lawyer (March, 2012), “Wage and Price Controls in Private Equity?,” The M&A Journal (June, 2011), “To Change or Not to Change: Should Sponsors Modify Management Equity Due to the Market Downturn?,” The M&A Lawyer (February, 2010), “Private Equity and Hedge Fund Arrangements,” a chapter in Section 409A Handbook (BNA Books, 2d ed. 2016) and “Mind the (Funding) Gap: Trouble Ahead for Multiemployer Plans,” Private Equity Manager (January, 2010). Mr. Lewis is also a frequent speaker at seminars and conferences, including Practising Law Institute’s “Cool Compensation Considerations for the Private Company” (March, 2017).

Mr. Lewis received his B.A. from Harvard College in 1990 and his J.D. with high honors from The George Washington University Law School in 1994, where he was editor-in-chief of The George Washington Law Review. Mr. Lewis served as a law clerk to the Hon. Stewart Dalzell in the U.S. District Court for the Eastern District of Pennsylvania from 1994 to 1996.

Sanford "Sandy" Rich is the Chief of Negotiations and Restructuring for the Pension Benefit Guaranty Corporation reporting to Director Joshua Gotbaum the Presidential appointee. 

Sandy is formerly a Managing Director of Whitemarsh Capital LLC. Whitemarsh provides restructuring and financial advisory services to small and mid-sized businesses in the healthcare, real estate, housing, manufacturing, media, energy, retailing and technology industries.

Sandy serves on the Board of Directors of InsPro Technologies as part of the Compensation and Audit and Compliance committees. Sandy has served on the Board of Directors and as an officer of a number of public and private companies including InterCLICK, where he was the sole Independent Director and Audit Committee Chairman and Aspen University, where he is a member of the Compensation Committee and the Audit Committee Chairman. Sandy is an Audit Committee Financial Expert.

Sandy has served as Chief Executive of a number of private and public companies engaged in restructuring of finance and operations and has served on the Board and the Capital Fund Raising Committee for a number of non-profit organizations.

Sandy's career experience includes being a Partner and Portfolio Manager at GEM Capital Management Inc. a Registered Investment Advisor where he managed portfolios for Corporate, State, and Taft Hartley Defined Benefit pension plans, endowments, insurers and US and international Private partnerships.

Sandy's Investment Banking career included his position as Managing Director of High Yield Finance, Capital Markets & North American Loan Syndicate, Sales and Trading at Citicorp Securities and his position as Managing Director of Distressed Trading and Debt Capital Markets at Merrill Lynch. Sandy has served as an advisor to the National Association of Insurance Commissioners on investment disclosure, Asset Valuation Reserves, Risk Based Capital and emerging issues in the investment and financial disclosure of life and property casualty insurance companies.

Sandy is a graduate of Case Western Reserve University, earning his Bachelors of Science degree in Finance. He earned his Masters of Business Administration in Finance from NYU Stern School of Business. Sandy is married with 5 children. In his spare time he enjoys distressed and venture capital investing, Scripophily, financial history, SCUBA diving, underwater and digital photography.