Denise Zamore is Associate General Counsel at UnitedHealthcare where her responsibilities include oversight of all aspects of litigation and risk management for commercial and government lines of insurance business throughout the country, with a focus on the Northeast Region (Virginia to Maine). Denise works closely with senior management teams and business units to provide strategic advice on critical and high profile disputes. She collaborates with compliance, operations and regulatory counsel to provide solutions to overcome potential obstacles to achieving business goals; and she selects and manages outside counsel and consultants. Denise is also a member of both the UnitedHealth Group Pro Bono Committee and the UnitedHealthcare Diversity Committee. Prior to joining UnitedHealthcare, Denise worked in private practice as a complex commercial litigator in New York, in Florida where she also completed a two year federal clerkship in the Southern District of Florida, and in Connecticut. Denise is a graduate of Georgetown University, where she obtained her BA in government, and a graduate of Columbia Law School.
Steven J. Friedman advises employers on a variety of aspects of employee benefits law, including:
Adam E. Faber practices in the areas of executive compensation, employment and employee benefits. Mr. Faber has extensive experience in counseling and advising employers and executives concerning executive compensation matters. This includes the negotiation and drafting of employment contracts and severance agreements as well as deferred compensation, stock option, restricted stock and other incentive compensation plans and agreements.
Within the field of employee benefits, Mr. Faber counsels companies and individuals regarding retirement and health and welfare plans in connection with qualification requirements, fiduciary standards and benefit planning alternatives under the Employee Retirement Income Security Act of 1974 (ERISA) and the Internal Revenue Code of 1986. Mr. Faber frequently represents clients before the U.S. Department of Labor, the Pension Benefit Guaranty Corporation and the Internal Revenue Service.
Prior to forming his own firm in 2005, Adam Faber practiced for eight years in the Employment and Employee Benefits Group of the New York City law firm, Schulte Roth & Zabel LLP. At Schulte Roth, Mr. Faber was the point person on executive compensation and employee benefits matters for the firm's clients on mergers and acquisitions transactions.
Mr. Faber received his A.B. from Lafayette College, graduating cum laude and with Phi Beta Kappa honors, and his J.D. from Hofstra University School of Law and was a member of the Hofstra Law Review.
Ms. Simons is a Senior Vice President and the National Compliance Retirement Practice Leader of The Segal Group, working out of the Washington, DC office. She develops and manages the Company’s retirement plan compliance services. Before joining The Segal Group, Ms. Simons was engaged in the private practice of law in Washington, DC, specializing in issues under the Internal Revenue Code and ERISA. She has more than 25 years of experience working with employee benefits and employee benefit plans.
Ms. Simons received her JD, with high honors, from the Duke University School of Law, and her BA from Duke University. She is a member of the District of Columbia Bar. She is active in the Tax Section of the American Bar Association and the DC Bar Section of Taxation, and is a Fellow of the American College of Employee Benefits Counsel.
Norman P. Goldberg
Chief Fiduciary Officer, Special Fiduciary Services, Evercore Trust Company, N.A.
Formerly, Managing Director, U.S. Trust Bank of America Private Wealth Management; U.S. Trust Special Fiduciary Counsel; Counsel for Fiduciary Litigation, Office of Solicitor, U.S. Department of Labor.
Frequent author and lecturer on employee benefit plans and fiduciary responsibilities.
Member, Committee on Employee Benefits, American Bar Association.
Susan Hutches is an employee benefits professional with over 20 years' experience in plan design, compliance and communications. Presently, Susan is an independent benefits consultant who assists clients in the New York Metro area with retirement and welfare benefit plan communications, plan administration and compliance with ERISA's reporting and disclosure requirements. Susan's experience with tax-qualified retirement plans and health and welfare benefit plans also includes monitoring legislative and regulatory developments, preparing plan document restatements and amendments and handling IRS and DOL filings.
Prior to becoming a consultant in 2008, Susan worked as a communications specialist with the Benefits Strategy, Design & Delivery Group at AXA Equitable Life Insurance Company. Susan has previously held positions in law firms as a benefit specialist, legal assistant manager, employee benefit plans manager and legal assistant. Susan received a B.A. from Binghamton University and certification from The Institute for Employee Benefits Training.
Andrew L. Gaines is a partner in the firm’s Employee Benefits and Executive Compensation Group.
Andrew advises employers on all aspects of executive compensation and employee benefit plans and their treatment in corporate transactions and in bankruptcy. He counsels investment fund sponsors on ERISA issues associated with the formation of private investment funds and the structuring of underlying investments. Andrew also frequently counsels large institutional pension investors on fiduciary issues arising in connection with investing in private investment funds. He also represents employers and executives in the negotiation of employment and severance agreements.
Andrew has been recognized as a “leading individual” in Employee Benefits & Executive Compensation by Chambers USA for the past six consecutive years, with Chambers calling him “responsive, pragmatic.” He also has been recognized by The Legal 500 USA, by the PLC Which Lawyer? Yearbook, and has been listed in The Best Lawyers in America for Employee Benefits Law and Tax Law (New York City) since 2006.
Andrew is a frequent writer and lecturer on executive compensation and employee benefits topics.
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.
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.
Brian D. Robbins is a Partner at Simpson Thacher & Bartlett LLP and the Head of the Firm’s Executive Compensation and Employee Benefits Practice. He has extensive experience in the areas of executive compensation, employee benefits and ERISA and routinely advises the Firm’s corporate clients in connection with compensation and employment matters and has represented numerous high-profile senior executives in connection with the negotiation of employment and termination agreements.
Brian’s practice has included participation in numerous complex mergers and acquisitions, securities, and commercial banking transactions involving issues arising under Title I and Title IV of ERISA and related provisions of the Internal Revenue Code; the structuring and implementation of management equity arrangements, deferred compensation, and other executive compensation, employment and severance programs; advice with respect to tax, accounting and securities law issues related to the implementation of qualified and non-qualified compensation arrangements; and experience with respect to Title I fiduciary, plan assets, and prohibited transaction concerns arising in connection with venture capital investments and corporate transactions.
Brian works closely with the Firm’s numerous private equity and leveraged buyout fund clients in order to assure qualification as “venture capital operating companies” and “real estate operating companies” to avoid ERISA fiduciary and potential prohibited transaction concerns.
Brian has been a speaker at professional and private seminars and conferences relating to executive compensation and employee benefits matters. He has been included in Best Lawyers in America — Employee Benefits section and The New York Area’s Best Lawyers — Employee Benefits Law and has been included in the New York Times Super Lawyers of New York Metropolitan Area, and New York Magazine New York Area Best Lawyers.
Brian is consistently ranked by Chambers USA: America’s Leading Lawyers for Business as a leading individual in Employee Benefits & Executive Compensation in New York and has been recognized by The Legal 500 United States as a leading lawyer in the nation for Employee Benefits and Executive Compensation.
Brian received his B.A. from Amherst College in 1985 and his J.D. from the Columbia University School of Law in 1988, where he was a Harlan Fiske Stone Scholar and an editor of the Columbia Journal of Law and Social Problems.
Bruce Cadenhead is the Chief Actuary for Mercer's US Retirement business. In this capacity he chairs Mercer's Actuarial Resource Network, which provides guidance and interpretation to consultants within the firm on professional standards and actuarial issues and policies. He is a frequent speaker at national actuarial meetings.
In his 27 years at Mercer, Bruce has had extensive experience consulting to employers on topics such as retirement plan design, forecasting, financial strategies, the structure and characteristics of pension obligations and multiemployer plans. He is also one of the main architects of Mercer's forecasting and asset liability modeling software. He is an expert on recent changes in pension funding and accounting rules and has assisted numerous clients in projecting the effect of these changes.
Bruce was elected Phi Beta Kappa at Harvard University, where he earned a B.A. in applied mathematics with honors. He is a Fellow of the Society of Actuaries, a Member of the American Academy of Actuaries, a Fellow of the Conference of Consulting Actuaries and an Enrolled Actuary. He is currently a member of the American Academy of Actuaries' Pension Committee.
Colleen Hart is a partner in the New York office of Jones Day in its Employee Benefits and Executive Compensation practice. Ms. Hart provides counsel on a broad array of executive compensation and employee benefit matters. She represents clients in the employee benefits aspects of mergers and acquisitions, financings, public offerings, and other types of transactions. She advises clients on executive compensation, benefits, and securities matters, including Section 409A compliance, compensation-related securities filings, "performance-based compensation" qualification, and "parachute payment" issues. Ms. Hart is responsible for drafting and negotiating various incentive compensation and executive compensation plans and documents, including nonqualified deferred compensation plans, employment agreements, severance plans, stock options and other equity compensation plans, and "rabbi trusts." She also counsels clients on the design and implementation of their qualified retirement plans and welfare benefit plans.
Ms. Hart is a graduate of Columbia University (J.D., Kent Scholar), the University of Rhode Island (M.S. in Labor and Industrial Relations) and the College of the Holy Cross (B.A.). She has also served in the United States Navy.
David M. Cohen focuses his practice on matters related to fiduciary responsibility, the Employee Retirement Income Security Act of 1974 (ERISA) and qualified plans.
Prior to joining SRZ, David held positions in both the private sector (as vice president and assistant general counsel of a major investment firm) and government service (with the Department of Labor Employee Benefits Security Administration’s Divisions of Regulatory Coordination and Exemptions). He speaks and writes widely on ERISA and benefit fund-related issues, including authoring ERISA compliance guides for broker-dealers for Practising Law Institute and presenting on “Handling ERISA Issues When Managing a Plan Asset Look-Through Fund” for a Financial Research Associates Hedge Fund Tax, Accounting and Administration Master Class and on “Fund Formation Issues,” “Current Topics in Private Equity and Alternative Investments” and “Current Fiduciary Issues” for recent Practising Law Institute Pension Plan Investments and ERISA Plans in the Financial Markets conferences. In recognition of his accomplishments, he was selected for inclusion in New York Super Lawyers, a listing of outstanding attorneys in the New York metro-area, Chambers USA and The Best Lawyers in America. David is a 1981 graduate of The George Washington University Law School and a 1978 graduate of Columbia University.
Elizabeth Pagel Serebransky is a partner in the New York office of Debevoise & Plimpton LLP in the Executive Compensation & Employee Benefits and Securities Groups. Beth's practice focuses on a broad range of executive compensation and employee benefits matters including the tax and benefits issues that arise in mergers and acquisitions and other corporate transactions and the design, negotiation and implementation of employment agreements, equity-based incentive and other compensation programs for public and private companies, financial sponsors, management groups and individual executives. She also advises clients on compensation-related corporate and securities law matters, including corporate governance and SEC registration, reporting and disclosure requirements. She is recommended by The Legal 500 US (2012) in Employee Benefits & Executive Compensation. Beth received her J.D. magna cum laude from the University of California, Hastings College of Law in 1984.
Erin K. Cho is a partner in the Retirement Services and Employers Practice Groups at Groom Law Group. Ms. Cho advises clients on matters involving ERISA’s fiduciary and conflict of interest rules. She advises asset managers, broker-dealers and investment bankers with respect to the many and varied services and financial products (including complex structured products and derivatives) they offer to U.S. pension plans. She counsels hedge funds and private equity clients on the consequences of accepting investments by benefit plan investors, as well as plan assets and prohibited transaction concerns arising in connection with venture capital investments and corporate transactions. She counsels plan sponsors on all aspects of ERISA fiduciary compliance, including plan governance, plan expense issues and the selection and monitoring of plan investment options. Ms. Cho also represents clients in connection with audits and investigations as well as advisory opinion and exemption requests before the Department of Labor.
Ms. Cho regularly speaks on pension investment matters, including as a co-chair of the Practicing Law Institute’s annual conference, “ERISA: The Evolving World”. Ms. Cho received her B.A. with distinction in History from Yale University where she was elected to Phi Beta Kappa and her J.D. with honors from Harvard Law School.
Ira G. Bogner is chair of the firm’s Tax Department and a member of the Employee Benefits & Executive Compensation Group. Ira represents a varied list of clients, including financial service companies, entertainment industry clients, and tax-exempt organizations, and also actively represents individual executives in executive compensation matters.
Areas of Concentration
Ira has provided guidance to clients on a wide variety of matters in the areas of employee benefits and executive compensation, including:
Ira counsels clients with respect to the tax, securities law disclosure, corporate governance, stock exchange and other requirements relevant to executive compensation arrangements. Ira also provides advice regarding equity arrangements, employment agreements, change in control agreements and all other types of executive compensation arrangements, including guidance regarding “409A,” “162m,” “457A,” and “280G.”
Ira frequently is called on to structure and analyze alternative investments for pension trusts and other exempt organizations. He also works with the firm’s corporate and real estate lawyers in structuring and maintaining investment funds that include participation by pension plans. Through his work in the investment fund area Ira has obtained substantial experience in applying the rules provided under the “plan asset” regulations, including the operation of venture capital operating companies and real estate operating companies. He has assisted in the formation of private equity, real estate, infrastructure and hedge funds, including “fund of funds.” Ira also has advised clients on both avoiding ERISA “plan asset” status and operating an investment fund in accordance with ERISA.
Ira has published a number of articles in publications such as The New York Law Journal, The New Jersey Law Journal, The Daily Deal, The Journal of Pension Planning and Compliance, Mergers and Acquisitions (The Monthly Tax Journal), The Journal of Taxation and Regulation of Financial Institutions, The Metropolitan Corporate Counsel, European Private Equity & Venture Capital Associations, The LPA Anatomised and Private Equity International and has been named to the Board of Advisors of the Journal of Taxation and Regulation of Financial Institutions. He also has lectured on topics such as the classification of workers, drafting employment agreements, equity alternatives for senior executives, investing IRA assets, the plan asset regulations, shareholder approval of equity plans, Code Section 409A, and key provisions for ERISA investors investing in a private equity fund.
Ira has been recognized and ranked by various directories. US Legal 500 has carried the following comments: “Ira Bogner is ‘available, responsive and knowledgeable;” “Ira Bogner ‘provides a level of comfort with respect to business issues that is rare in the world of ERISA;” “Ira Bogner is the ‘go-to guy for fund sponsors needing help with ERISA.’"
Jed W. Brickner is Chair of Latham & Watkins’ Finance Committee and partner in the Tax Department and focuses his practice on executive compensation and employee benefits law. Mr. Brickner joined Latham & Watkins directly out of law school in 1980 and was elected to the partnership in 1987.
Mr. Brickner’s expertise includes:
Mr. Brickner's experience includes representation of The Carlyle Group, Kohlberg Kravis Roberts & Company, Apollo Capital Partners, Odyssey Investment Partners, Energy Capital Partners, Goldman Sachs, JPMorgan Chase, Morgan Stanley, Bank of America Merrill Lynch, Credit Suisse, Avery Dennison Corporation, Coach, Harrah's Entertainment and Hubbell Incorporated.
A frequent speaker at industry conferences and writer on employee benefits topics, Mr. Brickner is a co-author of Collier Labor Law and the Bankruptcy Code and a member of the Employee Benefits Committee of the American Bar Association’s Tax Section and a frequent faculty speaker at Practising Law Institute (PLI) seminars (2011-2014). In addition, he has served on the Drug Appeals Board of USA Track and Field and been a correspondent for Track and Field News.
JD, Columbia University School of Law, 1980, Harlan Fiske Stone Scholar
BA, Swarthmore College, 1976, Phi Beta Kappa
Joel Krasnow is member of the Firm’s Executive Compensation and Employee Benefits Group and has over 25 years’ experience in all aspects of compensation and benefits law, with a particular focus on ERISA’s fiduciary rules. Joel also has significant experience in executive compensation matters and the compensation and benefit aspects of merger and acquisition and financial restructuring transactions.
Primary Focus & Experience
Mr. Krasnow’s practice includes all aspects of compensation and benefits law, with a particular focus on ERISA’s fiduciary rules. He regularly advises clients concerning the ERISA aspects of investment products designed for pension plans and the structuring of such products, representing sponsors, underwriters and investors. He also advises clients on the fiduciary obligations imposed on plan fiduciaries, including the impact of ERISA’s prohibited transaction rules, and has obtained, on behalf of clients, Department of Labor exemptions from ERISA’s prohibited transaction rules.
Mr. Krasnow also has significant experience in executive compensation matters, the benefit aspects of merger and acquisition transactions and ERISA-related litigation.
Recognition & Accomplishments
Mr. Krasnow co-authored “Application of Plan Asset Rules to Plan Investments and Contributions” in the ERISA Fiduciary Law treatise (BNA Books 2006, Supp. 2009) and “ERISA's New '25%' Test -- What's in it for Private Equity Fund Sponsors and Institutional Investors?” in the Venture Capital and Private Equity Yearbook 2006/07 (Euromoney Yearbooks, 2006). He is listed in The Best Lawyers in America for Employee Benefits Law.
Joseph R. Simone is a partner of Day Pitney LLP, practicing out of the firm's New York, New York office. He has lectured extensively on corporate, tax, employee benefit and human resource law topics. He is a member of the New York State Bar Association, Section on Taxation, Subcommittee on Employee Benefits, and an Adjunct Member of the American Bar Association, Section on Taxation, Committee on Employee Benefits. Mr. Simone was elected to the American College of Employee Benefits Counsel in 2001. He is listed in Who's Who in American Law and Who's Who in America. Mr. Simone has been recognized as a New York Super Lawyer in the 2006-2012 editions.
Ken Raskin is a partner and Chair of King & Spalding’s Employee Benefits & Executive Compensation Practice and is resident in the New York office. His practice concentrates in executive compensation and employee benefits law. He counsels clients in the creation, structure and communication of tax-qualified retirement plans and welfare benefit plans, assisting clients in maintaining IRS and ERISA compliance and in negotiating the resolution of qualification problems under the IRS’ and DOL’s compliance resolution programs. He also assists clients in establishing and maintaining non-qualified plans of deferred compensation (e.g., “top-hat plans” and “ERISA-excess plans”) and in developing funding mechanisms for these plans such as “rabbi trusts.” He advises plan trustees, bank trust departments and other fiduciaries regarding ERISA and its investment requirements, and fiduciary issues and responsibilities. He provides transactional counsel in mergers and acquisitions regarding financings, takeover defenses and a variety of other transactions.
Mr. Raskin advises both corporate and individual clients on executive compensation issues. He provides counsel in the design and negotiation of executive employment contracts, incentive compensation arrangements, stock option plans, non-compete agreements, severance arrangements and parachute plans. He also counsels investment fund sponsors, investing plans and lenders on the fiduciary and other implications of ERISA’s “plan assets” regulation.
Mr. Raskin is nationally recognized for his expertise by Chambers USA, Best Lawyers in America, PLC Which Lawyer? and the Legal 500. He is a frequent speaker and author, and he is often quoted in industry publications such as The Deal, Metropolitan Corporate Counsel, BNA Corporate Accountability Report, and Dow Jones International News.
Liza LeAndre is the Vice President, Compensation & Benefits Tax Counsel at Johnson & Johnson where she advises on tax and legal issues relating to Johnson & Johnson’s worldwide compensation and employee benefit programs. Ms. LeAndre advises on cross-border compensation and benefits arrangements, including globally-aligned compensation, bonus, executive and equity plan offerings. She also advises on compensation and benefits issues relating to acquisitions, joint ventures, divestitures and restructurings.
Prior to Johnson & Johnson, Ms. LeAndre was Chief Benefits Counsel at the Colgate-Palmolive Company where she advised on the company’s global retirement, welfare benefit and compensation programs as well as its executive and stock-based incentive compensation benefits. She also advised on plan asset management and plan governance. Prior to Colgate, Ms. LeAndre served as Corporate Counsel for Lucent Technologies where she provided legal advice in compensation and benefits areas including retirement plans, in-house asset management, executive compensation, mergers, acquisitions and divestitures, stock-based compensation, welfare plans and collective bargaining.
Ms. LeAndre was also a Legal Consultant at Hewitt Associates and advised its actuarial, executive compensation, pension, defined contribution, total benefits administration, merger and acquisition and executive compensation practice groups. She began her career at Cleary, Gottlieb, Steen and Hamilton where she advised in areas including plan asset investment, executive compensation and merger and acquisitions.
Ms. LeAndre received her A.B. from Princeton University and her J.D. from the Harvard Law School.
Marissa J. Holob advises clients on all aspects of employee benefits and executive compensation. She regularly represents public and private companies, and tax-exempt entities, on the design, negotiation, and ongoing compliance of qualified retirement plans, welfare plans, equity and incentive plans, employment agreements, and deferred compensation arrangements. Marissa also counsels on employee benefits and executive compensation-related issues that arise in the context of mergers and acquisitions, restructurings, and other similar transactions. In addition, her work with hedge funds and private equity funds includes issues relating to the application of ERISA's plan asset regulations. Marissa serves as the co-chair of the firm’s Employee Benefits practice.
Martha Steinman is partner in Hogan Lovells US LLP and has extensive experience in executive compensation, employee benefits, qualified and non-qualified plans, and welfare plans. As Co-Chair of the firm's Employee Benefits and Executive Compensation practice, she works with boards of directors, compensation committees, and senior management to navigate the rough seas they face as they strive to develop sensible and effective compensation programs in the face of potential criticism from shareholders and outside commentators. Her practice reflects the intersection of corporate governance, disclosure, securities law, and tax. Martha's goal is to offer clients pragmatic advice to find solutions that will meet their business needs, reflect evolving best practices, and withstand external scrutiny.
Martha also works with clients to address employee benefit issues in the context of mergers, acquisitions, and divestitures, guides them through the transaction itself, and advises them on post-closing transition issues. A significant portion of Martha's practice is in the area of equity and incentive compensation. Additionally, she works with clients to negotiate employment and severance agreements, design compensation packages, and navigate retirement planning. Martha also advises companies on traditional employee benefit plan matters. She works with clients to insure the qualified status of their plans under IRS rules and advises retirement plan committees on ERISA fiduciary matters. Where her clients face challenges, she works with them to defend audits and negotiate settlements with the IRS and the Department of Labor.
Martha is a frequent speaker on matters relating to executive compensation, corporate governance, and ethics. Martha is a member of the Board (and immediate past president) of the New York/New Jersey Chapter of the NASPP, Vice Chair of the Employee Benefits Committee of the ABA Tax Section and also is active in other bar association and other industry groups and has held numerous leadership positions. She is a fellow of the American College of Employee Benefits Counsel.
Michael J. Segal is the senior partner in the Executive Compensation and Benefits Department of Wachtell, Lipton, Rosen & Katz. He counsels clients with respect to their compensation and benefit programs, particularly in connection with corporate mergers and acquisitions, joint ventures and other private and public business combinations.
He has taken a leading role in the compensation and benefits aspects of some of the most significant and high-profile transactions of the past several years, including the $130 billion acquisition by Verizon of the 45% interest in Verizon Wireless owned by Vodafone, the $68 billion acquisition of Wyeth by Pfizer, the $38 billion purchase of El Paso Corporation by Kinder Morgan, the $25 billion acquisition of Dell, Inc. by Michael Dell and Silverlake Partners, Walgreen’s $7 billion investment in Alliance Boots, the abandoned $39 billion combination of T-Mobile and AT&T and the combination of T-Mobile and MetroPCS at a $30 billion enterprise valuation, the $5 billion sale of Sunoco to Energy Transfer Partners, the merger of Delta and Northwest Airlines, the creation of Morgan Stanley Smith Barney, and CenturyLink’s acquisitions of Qwest ($22.4 billion), Embarq ($11.6 billion) and Savvis ($2.5 billion). He also represents employers (particularly Board Compensation Committees) and executives in entering and exiting CEO and other senior-level employment relationships.
Mr. Segal has been recognized as one of the leading lawyers in the field, garnering the highest numerical rating from Chambers USA Guide to America’s Leading Lawyers for Business, and being included in New York Super Lawyers, the Legal Media Group Guide to the World’s Leading Labour and Employment Lawyers, Legal 500 and similar publications. He has lectured at the Columbia, Penn, Ohio State and Hofstra law schools, and frequently speaks at American Bar Association, Practising Law Institute and other conferences, including the 2009 Harvard Business School Executive Compensation Conference and 2011 Corporate Board, Member conference on Compensation Strategies to Build Shareholder Value.
Mr. Segal received his B.S. cum laude in accounting from The Ohio State University in 1980 and his J.D. from The Ohio State University College of Law in 1983, where he currently serves on the National Council. He also chairs the Pension Committee of the Women’s Tennis Benefit Association, which administers the pension plan for professional women tennis players.
Nicholas J. Pappas is a partner in Weil's Employment Litigation Practice Group. Mr. Pappas's practice covers the full spectrum of complex ERISA and employment litigation matters. He focuses primarily on the defense of ERISA class actions challenging the administration of health care benefit plans, 401(k) plans and defined benefit plans. In these matters he regularly litigates and counsels on sophisticated legal issues arising in ERISA litigation, including preemption, standing, exhaustion, fiduciary status, disclosure obligations, withdrawal liability, plan termination, and benefit accrual. Mr. Pappas also litigates and counsels on the full range of class and complex actions arising in the workplace, including antidiscrimination laws, enforcement of non-competition agreements, executive terminations, military leave, plant closings, disability, family leave, union organizing, and enforcement of non-competition agreements.
In 2012, Mr. Pappas was recognized by Human Resources Executive Magazine and Lawdragon as one of the "Top 20 Lawyers in Employee Benefits," and in 2011 was recognized by Human Resources Executive as one of 40 Up-and-Coming Corporate Employment Lawyers. He frequently writes and lectures on ERISA and employment-related topics, and since 1994 has co-authored the Employment Law column in the New York Law Journal.
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.
A partner and chair of the firm’s Employee Benefits and Executive Compensation Group, Robert Fleder has handled ERISA, employee benefits and executive compensation matters for over 40 years. Described in The Best Lawyers in America as “without question the ‘Dean of the Bar’ in his practice area globally, period,” Rob is recognized as one of the leading lawyers in the United States in the area of employee benefits and executive compensation by peer review organizations Chambers USA, The Legal 500 and Who’s Who Legal. Additionally, he has been listed in The Best Lawyers in America for Employee Benefits (ERISA) Law (New York City) since 1987, and was named among the “Nation’s Most Powerful Employment Attorneys – Employee Benefits and ERISA” by Human Resource Executive magazine.
Rob has extensive and sophisticated experience in the legal, accounting, actuarial and human resource issues connected with the implementation and operation of employee benefit plans and executive compensation arrangements. In numerous merger and acquisition transactions, he has addressed the issues that arise in connection with the assumption of (or failure to assume) benefit plans and other employee obligations. His major transactions include representation of the airline pilots who led the successful multi-billion dollar effort to have employees acquire a majority stake in United Airlines through an ESOP.
Rob has been involved in defending and settling significant ERISA fiduciary claims involving private plaintiffs and the Department of Labor. Rob regularly advises about ERISA fiduciary matters for investment funds and plan fiduciaries. Corporate bankruptcies often require major support on benefits and executive compensation, and Rob regularly participates in restructuring and reorganization transactions of every type. In particular, he has significant experience dealing with troubled pension plans, including dealing with PBGC, the federal agency that insures underfunded pensions when a plan sponsor fails, and dealing with multiemployer pension plan withdrawal liability.
Rob is a member of the Executive Committee of the Tax Section of the New York State Bar Association and a member of the New York City and American Bar Associations and has written and lectured extensively. He is co-chair of the Employee Benefits Committee of the Tax Section of the New York State Bar Association.
Jeffrey Ross is a partner and chair of the Executive Compensation & ERISA Department, resident in Fried Frank’s New York office. He joined the Firm in 2008 and became a partner in 2009. Mr. Ross’s broad practice focuses on high-stakes ERISA and executive compensation matters in complex transactions.
Mr. Ross is regarded as one of the top ERISA attorneys advising on structuring and compliance matters for many of the largest standalone and institutional hedge funds and alternative asset managers in the world. As part of the Firm’s market-leading Asset Management team, Mr. Ross regularly advises on complex ERISA fiduciary matters, with particular emphasis on the application of ERISA’s fiduciary and prohibited transaction rules to the structuring, operation, and administration of a wide range of private investment funds and investment management arrangements. He counsels extensively regarding ERISA’s Plan Asset Regulations and routinely assists clients wishing to operate plan asset hedge funds in compliance with ERISA. Working closely with the White Collar Criminal Defense team, Mr. Ross also regularly assists clients in regulatory enforcement actions and investigations involving the US Department of Labor, the US Securities and Exchange Commission (SEC), and the Financial Industry Regulatory Authority (FINRA).
As part of the Firm’s sophisticated M&A and Private Equity teams, clients frequently call upon Mr. Ross to advise on the employee benefits and executive compensation matters arising in connection with mergers, acquisitions, dispositions, and other related transactions. His practice focuses on the structuring and design of equity compensation arrangements for private and public companies, as well as representing numerous private equity sponsors and their portfolio companies in financial and strategic transactions, including IPOs and other company exits.
Mr. Ross also frequently represents executive management teams, including CEOs and other C-Suite executives, in their highest-stakes matters. For example, Mr. Ross has recently assisted such clients in negotiating change-in-control arrangements, significant co-investment opportunities, high-ticket multiyear employment contracts, complex performance-based pay packages, separation arrangements involving significant amounts of equity, and similar arrangements.
Mr. Ross is a frequent speaker on ERISA and compensation matters and is consistently recognized by Chambers USA: America's Leading Lawyers for Business and The Legal 500 as a leading individual in Employee Benefits and Executive Compensation. Mr. Ross is also a board member of The Jewish Community Project Downtown.
Mr. Ross received his JD from New York University School of Law in 2001, where he was an associate casebook editor of the law school’s Moot Court Casebook. He received his BA, cum laude, with honors in Latin Literature, from Yale University in 1998. Mr. Ross is admitted to practice in New York.
David M. Glaser
Patterson Belknap Webb & Tyler LLP
David Glaser is a nationally recognized authority on the design and operation of qualified pension plans, non-qualified deferred compensation programs and welfare plan arrangements, and co-chairs Patterson Belknap Webb & Tyler LLP's Employee Benefits and Executive Compensation practice group. He advises clients on legal issues regarding the investment of pension plan assets, and works with clients on the design and implementation of stock-based compensation arrangements, and on the related disclosures required by law. Mr. Glaser designs and negotiates employment agreements, negotiates the benefits and compensation provisions involved in mergers and the purchases and sales of business units and entities, and advises on the coordination of benefits and compensation programs following mergers and business acquisitions. A significant portion of Mr. Glaser’s practice involves the special issues surrounding the design of compensation and deferred compensation arrangements for not-for-profit entities.
Mr. Glaser has published numerous articles on benefits-related topics, and has lectured widely. He has served on the Board of Directors of the American Benefits Council, and is a member of the Employee Benefits Committee of the Tax Section of the American Bar Association, and the Committee on Qualified Plans of the Tax Section of the New York State Bar Association. Mr. Glaser is also a Fellow of the American College of Employee Benefits Counsel.
Mr. Glaser earned his J.D. from New York University School of Law and his B.S. in Chemistry from the Massachusetts Institute of Technology.
Harvey Cotton is a principal in the Ropes & Gray LLP Benefits Consulting Group and an attorney with
the firm's Employee Benefits practice. Harvey's practice concentrates on all aspects of health and
welfare benefits matters for tax-exempt and for-profit organizations. Harvey advises clients on the
design, drafting, and administration of employee health and welfare plans, with a particular focus on
compliance with ERISA, COBRA, HIP AA, and the ACA and the implementation of section 125 cafeteria
plans. Harvey also deals extensively with the impact of federal and state health care reform on employers
and the wide array of health care coverage options available to them. Harvey advises employers on the
review and selection of high-deductible health plans, health reimbursement accounts, and health savings
accounts, as well as options available to Medicare-eligible employees and retirees.
Prior to joining Ropes & Gray, Harvey served as a Deputy General Counsel at Harvard Pilgrim Health
Care, a New England not-for-profit health plan, where he worked closely with senior management on
human resources and employee benefits issues as well as other corporate and health insurance matters.
Leonard Hirsh is the Global Compliance Director for Citi’s Pension and Retirement Plans. Len coordinates compliance related matters for all pension and retirement plans Citi maintains throughout the regions worldwide, and advises those responsible for overseeing the management of those plans.
Len has over 30 years of experience advising clients on a variety of complex employee benefit legal issues. At Ernst & Young, Len led the Tax/Regulatory group in the Northeast for the Performance & Reward Practice. Prior to Ernst & Young, Len was a partner at Parker Chapin Flattau & Klimpl where he chaired the Employee Benefits and Executive Compensation Department, and an associate at Patterson, Belknap, Webb & Tyler. Len began his career at the Office of Chief Counsel of the Internal Revenue Service in Washington, D.C. where he was the principal author of the original proposed 401(k) regulations.
Len holds his B.A. from Yeshiva University, J.D. from New York University School of Law, and M.L.T. from Georgetown University Law Center.
Ms. Dougall is AIG’s Associate General Counsel for Compensation and Benefits. She has over twenty years of broad-based experience in the employee benefits and executive compensation field, and has held a wide range of positions: in-house counsel, consultant, legal advisor, policymaker and lobbyist. At AIG, she provides counsel to the Company’s HR infrastructure on ERISA plan design, executive compensation plans, divestitures and acquisitions, ERISA litigation and plan operational questions; advises various ERISA fiduciary committees; addresses pension investment matters; participates in the preparation of annual proxy disclosure materials and leads AIG’s 409A compliance effort. Prior to joining AIG, as a Director at PricewaterhouseCoopers, she advised both private and public clients (with an emphasis on emerging companies) on executive compensation and qualified plan matters from a tax, accounting, securities and regulatory perspective. She designed PwC’s prototype manual for auditors conducting Sarbanes Oxley controls and process reviews of the executive compensation sections of clients’ proxy statements. As an associate at Shearman and Sterling, she assisted clients in navigating the myriad of legal issues relating to compensation and benefit programs in the context of corporate transactions such as mergers, acquisitions, and IPOs. Prior to law school, Ms. Dougall held various positions on Capitol Hill. She was a junior staff member of Senator Baucus’s office, a Research Analyst for the Employee Benefits Research Institute, and a Legislative Analyst for the American Benefits Council. She is regular speaker at various ERISA conferences, a Moderator for the In-House Benefits Counsel Network, and in 2013 was named as a leading ERISA attorney in the Legal 500, Corporate Counsel 100 list. She holds a BS from the University of Pennsylvania, the Wharton School, a BA from its College of Arts and Sciences, and a JD from the University of Virginia.