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Hot Issues in Executive Compensation 2019

Speaker(s): Adam J. Shapiro, Andrew L. Oringer, Ann Becchina, Anthony D. Foti, Arthur H. Kohn, Bindu M. Culas, Courtney Yu, Elena C. Norman, Elizabeth E. Drigotas, Erica Schohn, Erin Rose Miner, Henry I. Morgenbesser, Jean M. McLoughlin, Jeannemarie O'Brien, John Trentacoste, John L. Utz, John Roe, Kelly Sullivan, Marc R. TreviƱo, Mary Beth Hogan, Regina Olshan
Recorded on: Sep. 11, 2019
PLI Program #: 248443

Adam J. Shapiro is a partner in the Executive Compensation and Benefits Department at Wachtell, Lipton Rosen & Katz, focusing on mergers and acquisitions, corporate governance matters and executive employment arrangements.

Mr. Shapiro received a B.A. from Cornell University in 1993 and a J.D. from the University of Pennsylvania Law School in 1996, where he was an articles editor of the University of Pennsylvania Law Review.  He served as a law clerk to the Honorable John C. Lifland of the United States District Court, District of New Jersey from 1996 to 1997.

Andrew L. Oringer is a partner and the co-chair of the Employee Benefits and Executive Compensation Group at Dechert LLP.  He is the co-chair of the Employee Benefits Committee of the American Bar Association’s Business Section, the Emerging Issues Coordinator of the Employee Benefits Committee of the American Bar Association’s Section of Taxation, a former co-chair of the Employee Benefits Committee of the Tax Section of the New York State Bar Association and chair of the NYSBA’s Committee on Attorney Professionalism.  Mr. Oringer is a charter member of the Practical Law Employee Benefits and Executive Compensation Advisory Board and was a long-standing member of the Advisory Board for the Bloomberg BNA Benefits Resource Practice Center and for the Tax Management Compensation Planning Journal.  He is a Fellow of the American College of Employee Benefits Counsel, a Senior Fellow from Practice for the Regulatory Compliance Association and an adjunct professor at the Maurice A. Deane Law School at Hofstra University.  He is co-editor of a leading treatise on ERISA fiduciary law and has authored a chapter in a leading treatise on the taxation of nonqualified deferred compensation.  Mr. Oringer is highly rated by a number of key ranking organizations, is included in a widely disseminated list of the Top 100 lawyers in New York City across all practice areas and is a member of The Legal 500 Hall of Fame.

Anthony D. Foti is Associate General Counsel at Foot Locker, Inc.

Mr. Foti has extensive expertise advising on securities law and corporate governance issues. Prior to joining Foot Locker, Mr. Foti practiced law at Dentons US LLP, Fried, Frank, Harris, Shriver & Jacobson LLP, and Pillsbury Winthrop Shaw Pittman LLP, where he represented Fortune 500 issuers and underwriters in a wide range of domestic and international corporate finance transactions, including initial and follow-on public offerings; transactions involving convertible, high-yield and investment-grade debt; private placements; and selling-stockholder deals. Mr. Foti previously clerked for the Hon. Dennis M. Cavanaugh, U.S.D.J. in the U.S. District Court for the District of New Jersey. Mr. Foti holds a Juris Doctorate from the Villanova University, Charles Widger School of Law, where he was Managing Editor of, and published in, the Villanova Law Review, as well as a Bachelor of Science, Summa Cum Laude, in finance from The Pennsylvania State University, Smeal College of Business Administration. He is a member of the New York and New Jersey Bars. Mr. Foti is widely published in journals and has spoken at conferences concerning securities law and corporate governance topics. He is an active member of the Society for Corporate Governance (including the Securities Law Committee), the Retail Industry Leaders Association, and the New York Companies Working Group.

Arthur Kohn is a partner at Cleary Gottlieb Steen and Hamilton LLP. His practice focuses on compensation and benefits matters, including executive compensation, pension compliance and investment, employment law and related matters.

He repeatedly has been recognized for his work on behalf of clients by the business and legal press, including Best Lawyers, which named him its 2014 New York Employee Benefits (ERISA) Lawyer of the Year. He has also been recognized for his work in employee benefits and executive compensation law by Chambers USA, The Legal 500, Super Lawyers of New York and others.

He is frequently invited to speak about executive compensation, taxation and corporate governance matters across the United States. Arthur is an adjunct professor at  New York University School of Law, a guest lecturer at Columbia Law School and a member of the Columbia College Alumni Association Board of Directors.

Arthur joined Cleary in 1986 and became a partner in 1995.

He received a B.A. from Columbia University and a J.D. from Columbia Law School, where he was a Harlan Fiske Scholar and received Phi Beta Kappa honors.

Erica Schohn’s practice focuses on compensation and benefits arrangements in U.S. and cross-border corporate transactions (including mergers and acquisitions, public offerings and bankruptcy reorganizations), the negotiation of executive employment and severance arrangements, and the drafting and implementation of equity and other compensation programs.

Ms. Schohn frequently advises clients on the U.S. Securities and Exchange Commission (SEC) rules governing executive compensation disclosure and corporate governance matters relating to compensation practices. As part of this practice, Ms. Schohn is a member of panels and committees comprised of leading government and private- and public-company governance professionals, and she speaks regularly with representatives from the SEC, stock exchanges, institutional investor groups and proxy advisory firms on the latest issues in corporate governance.

Ms. Schohn also regularly advises clients regarding tax planning with respect to compliance with Internal Revenue Code Section 409A and the tax rules relating to deferred compensation, the excise tax on excess parachute payments and limits on the deductibility of executive compensation.

Her experience includes representing companies, private equity funds and individuals in, among others, the pharmaceutical, medical supply, financial, energy, entertainment and travel industries.

Ms. Schohn is the author and editor of the Section 409A Handbook, published by Bloomberg BNA, and speaks at seminars on issues relating to cross-border employee matters, data privacy, executive compensation, tax planning and corporate governance. Ms. Schohn also has repeatedly been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business and has been named to The Legal 500 U.S. She is a member of the Skadden team that was recognized by Chambers USA in 2013 with its Award for Excellence, given annually to a select group of firms on the basis of pre-eminence in key practice areas. Ms. Schohn also was named as a 2017 BTI Client Service All-Star for providing outstanding client service.

Ms. Schohn is the founder of Connections, a group of employment and benefits lawyers from more than 30 countries on six continents who meet regularly to educate each other on global employment issues and speak at seminars on changes in laws relevant to multinational companies.

Erin Rose Miner is Director at Credit Suisse in New York heading the US regulatory compensation group as well as providing Executive Compensation coverage in the Americas.  Ms. Miner ensures the bank’s compensation plans and programs comply with US regulatory expectations as well as manages the execution of the compensation plans for employees based in the Americas. Ms. Miner received her undergraduate degree in Finance from the University of Maryland, College Park and received her law degree from New York Law School.

Henry Morgenbesser is a founding partner of Katzke & Morgenbesser LLP. Henry has over 35 years of experience in employee benefits and executive compensation matters, with a primary focus on executive compensation aspects of domestic and cross-border (public and private equity) mergers and acquisitions and individual contractual negotiations. He advises both corporate and individual clients on structuring, negotiating and drafting acquisition, divestiture, joint venture, employment, severance, change-in-control, consulting, non-competition, and employment settlement agreements and clawback, retention, deferred compensation and cash-based, equity-based and other incentive compensation plans and arrangements. Henry also provides counsel on structuring and developing golden parachute excise tax strategies and conducting change-in-control defense reviews. Henry routinely addresses corporate directors and compensation committees on benefits and executive compensation issues relating both to transactional and day-to-day advisory matters.

With respect to individual representations, Henry has represented one or more members of senior management or other key employees in matters involving, among others, Adelphia Communications, AllianceBernstein, Bank of America, Biogen, BlackRock, Ceridian, Choice Hotels, Christies, Convergys, Covance, Credit Suisse, Diamond Offshore Drilling, Dixie Electric, Duke Energy, Fortis Bank, GE, Goldman Sachs, Hertz, JC Penney, JPMorgan, Lowe’s, Marathon Oil, Mead, , MetLife, MFA Financial, Moody’s,  Morgan Stanley, Patheon, Perry Capital, RBC, Rothschild, Scripps, Sotheby's, Spectra Energy, TPG, United Site Services, Validus, Walmart and Yahoo!.

Prior to founding Katzke & Morgenbesser LLP, Henry was a New York-based partner at White & Case, and, more recently, at Allen & Overy LLP where he headed the North American benefits and compensation practice for the global law firm. Henry is a frequent lecturer on employee benefits and executive compensation matters (including for the American Bar Association and Practicing Law Institute), and has authored or co-authored many published articles. Henry has been listed annually since 2007 in Best Lawyers in New York (both for benefits and compensation) and New York Super Lawyers and his practice has a Band 3 listing in Chambers USA-America's Leading Lawyers for Business, as well as a Tier I national ranking in US News and World Report.

Jean McLoughlin is a partner in the firm’s Employee Benefits and Executive Compensation Group. She advises a wide range of corporate, financial, and individual clients and compensation committees on all aspects of executive compensation, employee benefits and governance matters.


Jean counsels clients on issues related to the negotiation of employment incentives and compensation, including management equity arrangements and the associated tax and securities implications. She also advises on matters related to compensation disclosure and oversight of board executive compensation, as well as compensation and benefit issues in transactions and litigation.

Jean’s merger and acquisition representations include:

  • An affiliate of the Ferrero Group in connection with the acquisition of the Ferrara Candy Company, and the Ferrero Group in connection with its acquisitions of the U.S. confectionery business of Nestlé and Fannie May Confections Brands Inc.
  • Genuine Parts in its proposed merger of S.P. Richards with Essendant
  • BATS Global Markets in connection with its merger with Direct Edge, its acquisition of Hotspot FX and merger with CBOE
  • Noble in its sales of Noble Americas Corp., Noble Americas Energy Solutions and Noble Americas Gas Power Corp.
  • CP Foods in its acquisition of Bellisio
  • Lockheed Martin in its purchase of Sikorksy from United Technologies
  • Bio-Reference in its sale to OPKO
  • Conagra Foods in its acquisition of Ralcorp and sale of its private brands business to Treehouse Foods
  • Cigna in its acquisition of Healthspring
  • NYSE Euronext in connection with benefits arising in its acquisition by ICE
  • BBVA in connection with the sale of its Puerto Rico bank to Oriental Financial Group, Inc., and its acquisition of Spring Studio
  • Sodexo in various acquisition and transactions, including the acquisition of the food services business from Marriott
  • GP Investments in connection with the purchase of the full ownership of Fogo de Chão and its subsequent disposition to Thomas H. Lee Partners
  • MSCI in its acquisition of RiskMetrics and its dispositions of ISS, InvestorForce and Financial Engineering Associates, Inc.
  • Mercantile Bankshares in its sale to PNC Bank
  • Frontpoint in its sale to Morgan Stanley
  • Oracle in its acquisitions of PeopleSoft and Siebel
  • Domino’s Pizza in its sale to Bain
  • Various private equity transactions for Goldman Sachs, GP Investments, Greenhill, Lightyear, Metalmark, Francisco Partners, Avista Capital Partners, Crestview and Tailwind.

Jean’s capital markets representations include:

Advising on the initial public offerings of BATS, Citizens Financial Group, Synchrony Financial, Biotie, C1 Bank, Auris Medical, MSCI, Envestnet, EPAM, Michael Kors, AMI Holdings, UltraClean Holdings, Callidus Software and Np Test Holding, and the proposed initial public offering of Braeburn.

Jean’s other representations include:

  • Advising SIFMA in its comment letter regarding Dodd Frank Act Section 956 regulations regarding financial institution compensation and a submission to Treasury for a report on deregulation
  • Various individual CEO and team management representations
  • Morgan Stanley in creating a transferable stock option program for Google
  • Advising in connection with the stock option backdating investigations of Mercury Interactive and Barnes & Noble
  • Advised Frontier Airlines and investors of C&J Energy Services with respect to employee benefit issues in bankruptcy proceedings
  • Advised on various “say on pay” campaigns

Jean has advised a wide range of clients on executive compensation, benefit and equity plan issues, including MSCI, Cobalt, NYSE Euronext, Royal Bank of Scotland, EPAM, FedEx, Kadmon, Regions Bank Compensation Committee, Cigna, Ferrero, Sodexo, Chilton, Venture Global LNG, Morgan Stanley, Roche, BBVA, Banco Santander, Intuit and SIFMA.

Jean frequently speaks on employee benefits and executive compensation topics. Some of Jean’s recent engagements include a webinar on the topic of “Restrictive Covenants: Recent Developments, Best Practices and Strategies for Preserving Human Capital” (2018); the Forum of Executive Compensation (2017 and 2018); CHRO Board Academy (2016 and 2017); PLI’s “Tax Strategies – Tax Compensation in M&A Deals” (2003-2014); and the NYSE Governance Program “This Week in the Boardroom” (2013).

Jeannemarie O'Brien is a partner in the New York law firm of Wachtell, Lipton, Rosen & Katz, where she is active in the firm's merger and acquisition practice, focusing on the executive compensation and employee benefits aspects of transactions, with a particular emphasis on transactions involving financial services institutions. She has been involved in over $900 billion of merger and acquisition transactions during her career. Ms. O'Brien also advises companies and their boards on governance issues and assists companies and senior executives on executive compensation matters in both the public and private sectors, and has particular expertise regarding the compensation structures at financial institutions and the related regulatory considerations.

Ms. O'Brien frequently writes and speaks on executive compensation and corporate governance issues and is recognized as a leading executive compensation lawyer in the Chambers USA Guide to America's Leading Lawyers for Business and The Legal 500. In addition to memos and articles on recent developments in the executive compensation area, she is an author of the chapter on executive compensation in the Wachtell, Lipton, Rosen & Katz "Financial Institutions M&A," an annual review of significant developments.

Ms. O'Brien received a B.A. cum laude from Mount Holyoke College, and a J.D. cum laude from Fordham University School of Law, where she was an associate editor of the Fordham Law Review. She is a member of the New York State and American Bar Associations.

Ms. O'Brien serves as a member of the Board of Trustees of the non-profit organization Prep for Prep, a member of the Dean's Planning Council of Fordham University School of Law and a member of the Advisory Board of St. Bartholomew Community Preschool in New York City.


John L. Utz is an attorney in the Overland Park, Kansas office of Utz & Lattan, LLC, where he focuses exclusively on employee benefits and executive compensation law, including matters affecting pension, profit sharing, and 401(k) plans, ESOPs, Section 403(b) tax-sheltered annuities, Section 457 plans, stock options, nonqualified deferred compensation, incentive pay, severance pay, and health and welfare programs.

Mr. Utz is a Fellow in the American College of Employee Benefits Counsel, a Fellow in the American College of Tax Counsel, and is listed in The Best Lawyers in America, Superlawyers, and Who’s Who Legal (Pensions and Benefits).  He is active in the American Bar Association, having served as Chair of the Employee Benefits Committee of the Section of Taxation and having chaired several ABA subcommittees.

Mr. Utz has published more than 100 articles in professional journals and has been a frequent speaker at national employee benefits seminars, giving more than 200 invited talks. 

Mr. Utz holds a law degree (magna cum laude), as well as a master’s degree (M.S.) in mathematics, from the University of Illinois.  Mr. Utz’s undergraduate degree (A.B. in mathematics, magna cum laude) is from the University of Missouri, where he was elected a member of Phi Beta Kappa.

John Roe is Head of ISS Analytics, the global data and intelligence arm of Institutional Shareholder Services. In this capacity, John also oversees the development of ISS’ quantitative methodologies covering compensation evaluation and governance scoring and coordinates the firm’s thought-leadership initiatives. Among other methodologies, this includes pay-for-performance quantitative assessment, ISS Governance QualityScore, and the quantitative aspects of the ISS Equity Plan Scorecard.

John frequently speaks at special events such as the New York Stock Exchange Governance Series, the Wall Street Journal Global Compliance Symposium, the Canadian Society of Corporate Secretaries, and the National Association of Stock Plan Professionals.

John has been widely quoted in the press on the topics of compensation, governance, and disclosure, including in the Wall Street Journal, Reuters, BusinessWeek, REIT magazine, and numerous local and regional publications.

Previously, John led Advisory & Client Service at ISS Corporate Solutions (ICS), a wholly owned subsidiary of Institutional Shareholder Services, where he grew and led a team of governance, executive compensation, and ESG experts.

Prior to ICS, John was Chief Operating Officer and Chief Compliance Officer of a registered institutional investor. John also served on the White House staff, was a consultant with McKinsey & Company, and served as a military officer.


John Trentacoste is a Client Partner in Korn Ferry’s Executive Pay and Governance practice who specializes in creating strategically-informed compensation and governance programs that support organization and talent strategies and drive sustainable value creation.

A recognized expert in the fields of executive pay and corporate governance, his clients have included large, public, multi-national organizations, sponsor-backed private entities, and pre-IPO organizations. He also has extensive international experience working with companies in the U.K., Europe, Middle East, and South America.

Mr. Trentacoste has been a frequent speaker at the National Association of Corporate Directors (NACD), the Council of Institutional Investors, KPMG Board Leadership Conference, and WorldatWork.  He has been extensively quoted in various national and trade publications, including Bloomberg and The Washington Post. 

In recognition of his contributions to the boardroom and corporate governance, he was twice-named to the NACD Directorship 100, honoring the most influential people in the boardroom.

Prior to joining Korn Ferry, Mr. Trentacoste was a partner and chief operating officer of a leading independent executive compensation and performance advisory firm. Capital markets experience was gained through prior work at Citigroup Global Markets and Banking, where he held FINRA Series 7 and 63 licenses. 

Mr. Trentacoste holds a B.A. from Cornell University and completed a post baccalaureate business certificate program at Columbia University.  He currently serves on the junior board of the Alan T. Brown Foundation to Cure Paralysis.

Mary Beth Hogan is Co-Chair of Debevoise & Plimpton’s Litigation Department. She has a broad-gauged litigation and investigations practice that focuses on sensitive investigations for educational institutions, corporations and other organizations, including board-directed independent investigations of sexual abuse or harassment.  Ms. Hogan’s work in this area also includes advising boards of corporations, educational institutions, and nonprofits on #MeToo-related governance issues. 

Ms. Hogan also represents clients involved in regulatory investigations and enforcement actions involving the Department of Justice, State Attorneys General, the Consumer Financial Protection Bureau, New York’s Department of Financial Services and other federal and state regulators. She is recognized as a leading lawyer by Chambers USA, The Legal 500 US and Benchmark Litigation, which quoted one client as saying “Mary Beth has been efficient, responsive, proactive and expert in her work with us. She is conscious of our budget limitations and [is] very respectful.”

A respected author and sought-after speaker, Ms. Hogan’s most recent engagements include New Strategies for Conducting Sexual Harassment Investigations and Litigation for the New York City Bar Association, The Legal Implications of #MeToo at a Debevoise seminar in Hong Kong, The Path to Gender Equality in the Legal Profession at the 2018 IBA Women in the Legal Profession event and The Courage to Say Yes Across Generations at the National Association of Women Lawyers’ 13th General Counsel Institute.  She was also featured in a 2013 documentary on the New York Times website, “Great Expectations for Female Lawyers”, a follow-up from a 2001 New York Times Magazine article in which 21 women lawyers at Debevoise were profiled and interviewed about the career prospects for women in law firms.

Ms. Hogan serves on the Board of Directors of Catalyst and is Chair of the Governance and Nominating Committee.  She is also President of the Board of Directors of Nazareth Housing and serves on the Board of Trustees of the Armory Foundation, a nonprofit that combines her passion for running and fitness with educational opportunities for inner city students. She graduated from Princeton University and received her J.D., with high honors, from Rutgers University, where she was a member of the Order of the Coif and the Articles Editor for the Women’s Rights Law Reporter

Regina Olshan is the global head of Skadden’s Executive Compensation and Benefits Group. Her practice focuses on advising companies, executives and boards on navigating the regulatory complexities of executive compensation and benefits.

Regina is the author and editor of the Section 409A Handbook. She speaks and writes frequently on executive compensation issues, co-chairs “Hot Issues in Executive Compensation,” an annual executive compensation conference presented by PLI, and is on the Bloomberg BNA Pensions and Benefits Advisory Board and Bloomberg BNA Compensation Planning Advisory Board.

Regina earned her J.D. from Yale Law School after previously earning a B.A. in physics from Harvard University. She also was the recipient of the Fulbright Award, attending College d'Europe in Brussels, Belgium.

Regina is ranked in the top tier in Chambers USA: America’s Leading Lawyers for Business for New York employee benefits and executive compensation. She also is listed in The Best Lawyers in America and The Legal 500 U.S. She was named Best Lawyers’ 2017 New York City Employee Benefits (ERISA) Law Lawyer of the Year.

Bindu, a Managing Director in the Frederic W. Cook & Company’s New York office, joined the firm in December of 2012.

She has over twenty years of experience advising clients on the US and international legal, tax and regulatory aspects of designing and structuring equity incentive programs, employment agreement, and severance and change-of control plans.  Bindu has worked with both domestic and foreign publicly traded and privately held companies as well as pre-IPO companies. 

Before joining Frederic W. Cook & Company, Bindu was a partner and the Head of Executive Compensation at Linklaters LLP, an international law firm.  Prior to that she was an attorney in the corporate and executive compensation departments at Sullivan & Cromwell LLP.

Bindu is a member of the New York State Bar and received her J.D. and B.S. (with distinction) degrees from New York University.  She writes and speaks frequently at regional and national ABA, American Law Institute, NASPP and PLI events.

Courtney is the Director of Research at Equilar. Starting off as a Research Analyst, he now leads operations related to Equilar’s executive and director data research. With more than six years in the industry, he has extensive experience working with senior executives from Fortune 1000 companies on executive compensation and corporate governance issues.

Courtney has been cited in the New York Times and Washington Post for his expertise in retirement packages and golden parachutes. He’s spoken at events hosted by E*Trade and Donnelly Financial Solutions related to trends in equity compensation and proxy disclosures. He earned his Bachelor’s degree in Managerial Economics, magna cum laude, from UC Davis.

Kelly counsels clients on a variety of high-profile, high-stakes issues. Her background in politics continues to shape her focus of helping clients “win” at key decision points. Many of these clients are in regulated industries, such as the energy, media, airline, healthcare, gaming and telecommunications sectors, where a premium is placed on the intersection of sophisticated communications with political and regulatory processes.

Navigating the Political and Regulatory Landscape. At both the federal and state levels, companies face increasing regulatory reviews and political interests. Understanding these constituencies is increasingly important to our clients. Kelly advises EDF, the largest nuclear operator in the world, on its US presence, beginning with the company’s investment in Constellation Energy. She worked on the merger of SIRIUS and XM Satellite Radio and continues to advise the company today.

Supporting Clients in Complicated Situations. Kelly has worked with a number of clients with activist shareholders, including proxy fights at Biovail, Regis and ModusLink. She advised the Mashantucket Pequot Tribal Nation-Foxwoods, MGM Mirage and North General Hospital on their financial restructurings. Kelly has worked with a wide-range of clients involved in litigation, including TiVo in its patent dispute with the Dish Network. Kelly has also worked with clients facing federal investigations and regulatory inquiries, as well as unplanned leadership changes.

Advising on both Friendly and Contested Transactions. Kelly is currently working with US Airways in support of its merger with American Airlines and worked on the combination of LAN and Tam Airlines. She worked with Groupo Modelo around the InBev/Anheuser-Busch transaction. Kelly worked with AGL and Nicor on their merger, and more recently, on the merger of Entergy and ITC.  CenturyLink continues to be a client and Kelly has worked with them on several transactions, including Qwest, Savvis and Embarq.

Creating Ongoing Programs for Clients. Kelly has worked with a number of clients on an ongoing basis to develop and execute their investor and communications programs, included FedEx, Chiquita, Monster Worldwide, American Tower, Capella Education, USEC, Hawaiian Electric Industries, ADM, TIAA-CREF and Savient Pharmaceuticals.

Prior to joining Joele Frank in 2006, Kelly was at the public affairs firm Chlopak, Leonard, Schechter & Associates. She also served as a spokesperson for the National Endowment for the Arts under Chairwoman Jane Alexander and began her career as press secretary to Congresswoman Louise M. Slaughter (D-NY).

Kelly graduated from Georgetown University with a BA in American Government. She serves as trustee on the Foundation Board of Kingsborough Community College.

Ms. Becchina is a partner in the Executive Compensation + ERISA Practice. She advises clients on federal tax and securities law aspects of executive compensation arrangements, including employment and consulting agreements, with a particular emphasis on structuring and providing advice regarding complex compensatory structured products, carry and notional plans and other equity-related programs for investment professional participation.

Ms. Becchina also advises issuers, financial institutions, private funds and investment managers regarding reporting of beneficial ownership under Sections 13 and 16 of the Securities and Exchange Act and regarding the application of the fiduciary and prohibited transaction provisions of ERISA to investment products and services.

She has strong experience in setting up complex compensation plans for private fund and investment managers, working with capital markets-focused clients on a range of SEC related issues and prohibited transaction provisions of ERISA experience. 

Additionally, Ms. Becchina advises global, multi-national clients on their cross-border executive compensation arrangements.

Ms. Norman, the Vice-Chair of Young Conaway's Corporate Counseling and Litigation Section, has extensive experience litigating corporate and complex business disputes, primarily in the Delaware Court of Chancery. She has litigated numerous high profile actions involving derivative claims, contests for corporate control, M&A, governance, complex contracts, alternative entities, demands for books and records, and statutory appraisal/valuation disputes. In addition, Ms. Norman regularly counsels boards of directors and senior management on Delaware corporate law.

Ms. Norman has litigated patent and securities cases in the US District Court, and commercial cases in the US Bankruptcy Court and the Complex Commercial Litigation Division of the Delaware Superior Court.

Before attending Stanford Law School, Ms. Norman studied English Constitutional Law and Jurisprudence at Somerville College, Oxford University, and received a M.A. in Legal and Political Theory from University College London. She worked on law reform issues as a staff attorney for an NGO in Moscow, Russia.


  • Chambers USA - America's Leading Lawyers for Business, Delaware Court of Chancery
    Chambers USA describes Ms. Norman as "adept at handling litigation associated with M&A transactions and...also known for her handling of disputes involving limited liability companies and limited partnerships." Chambers notes Ms. Norman's "valuable" ability to "provide high-level strategic advice."
  • Delaware Today - Top Lawyers, International Law (2015-present)
  • Delaware Super Lawyers®, Top Rated Business Litigation (2017)

Elizabeth Drigotas is a Principal in the Washington DC office of Deloitte Tax LLP, focusing on employee benefits and executive compensation.  Ms. Drigotas practices primarily in the areas of nonqualified deferred compensation and equity compensation, including in the context of mergers and acquisitions.  Prior to joining Deloitte Tax, Ms. Drigotas worked as an Attorney Advisor in the Office of the Benefits Tax Counsel for the U.S. Treasury Department.  During her tenure there, she participated in a number of regulatory projects including golden parachute regulations, incentive stock option regulations, and regulatory projects related to qualified plans.  She is a frequent speaker and writer on issues concerning employee benefits and compensation, in particular on the implementation of section 409A.

Ms. Drigotas received an A.B. in History from Bowdoin College in Maine, and a J.D. from the University of North Carolina at Chapel Hill.  She is a member of the Employee Benefits Committee, Section of Taxation, American Bar Association, the State Bar of Texas and the Maryland State Bar Association.

Marc Treviño is the head of Sullivan & Cromwell’s corporate governance practice and the managing partner of its executive compensation group.  He joined the Firm in 1993 after graduating from Yale Law School (J.D., 1993) and summa cum laude from Princeton University (A.B., 1990).

Mr. Treviño is a recognized leader in structuring and counseling senior executives and boards in significant matters involving reputation, overlapping regulatory regimes, fiduciary conflicts and multiple jurisdictions, with a particular emphasis on matters involving financial institutions.  Mr. Treviño teaches Corporate Crisis Management at the Yale Law School and is a co-author of The Public Company Deskbook (The Practising Law Institute), which has been hailed as “the bible for securities lawyers” by Fortune.

Mr. Treviño also lectures and writes extensively, and is often quoted with respect to corporate governance and compensation matters, including for the American Bar Association, Bank Directors Magazine, The Corporate Counsel, The Corporate Governance Advisor, Society of Corporate Secretaries and Governance Professionals and Wall Street Journal.  He is also on the Advisory Board for the Harvard Law School Program on Corporate Governance.