Skip to main content

Hot Issues in Executive Compensation 2015

Speaker(s): Adam J. Shapiro, Amy Bilbija, Andrew L. Oringer, Bindu M. Culas, Brian V. Breheny, Charmaine L. Slack, Elizabeth E. Drigotas, Henry I. Morgenbesser, Hon. Robert J. Jackson, Jr., Irv Becker, Jeanie Cogill, Jeannemarie O'Brien, John Roe, Kelly Sullivan, Kyoko Takahashi Lin, Linda E. Rappaport, Marc R. Treviño, Martha N. Steinman, Regina Olshan, Robert J. Neis, Robert W. Rachal
Recorded on: Sep. 16, 2015
PLI Program #: 57567

Andrew L. Oringer is co-chair of Dechert’s ERISA and Executive Compensation group, and leads the firm’s national fiduciary practice in New York. He counsels clients on their employee benefit plans and programs, benefits-related tax matters and fiduciary issues arising in connection with the investment of employee benefit plan assets.

Mr. Oringer’s practice includes advising clients regarding ERISA and employee benefits generally, including 401(k) and other retirement plans as well as medical and other welfare plans. His advice to clients encompasses all aspects of corporate transactions and initial public offerings in which benefits and compensation issues play a central part.

He regularly counsels financial institutions and plan fiduciaries regarding investments, and has been instrumental in designing complex investment structures to address difficult ERISA issues.

Mr. Oringer advises clients with respect to the design and implementation of arrangements relating to executive compensation, including stock option and other equity-based arrangements. His practice extends to the representation of employers and executives in the negotiation of executive employment and termination agreements.

Nationally known for his experience with ERISA and matters relating to executive compensation, Mr. Oringer is a frequent speaker and writer on a wide variety of topics. His written work includes the chapter on Releases in the Section 409A Handbook, and the chapter on Investment Funds and ERISA in ERISA Fiduciary Law.

Publications including The Wall Street Journal, The New York Times, The Financial Times, Crain’s Pensions & Investments, Newsday, USA Today and The Chicago Sun Times have quoted him in articles on employee benefits issues. He has authored, co-authored or contributed to numerous bar comment letters and reports to regulators on both fiduciary and compensation issues, and has testified at the request of Congress regarding certain proposed Department of Labor regulations.

Mr. Oringer holds leadership roles for the American Bar Association and the New York State Bar Association and is on the advisory boards for a number of leading publications covering ERISA and executive compensation. He also teaches ERISA as an adjunct professor and in other educational settings.

Partner, SEC Reporting and Compliance, Mergers and Acquisitions, Corporate Finance and Corporate Governance

Brian V. Breheny heads the firm’s SEC Reporting and Compliance practice.  He concentrates his practice in the areas of mergers and acquisitions, corporate governance, and general corporate and securities matters and advises numerous clients on a full range of SEC reporting, compliance and corporate governance matters, including advising clients on compliance with the provisions of the Dodd-Frank Act, the SEC’s tender offer rules and regulations and the federal proxy rules.

Prior to joining Skadden in 2010, Mr. Breheny held a number of leadership positions in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. He began as chief of the SEC’s Office of Mergers and Acquisitions in July 2003, and in November 2007 he became deputy director, legal and regulatory policy. 

In his position as chief of the Office of Mergers and Acquisitions, Mr. Breheny oversaw the legal and technical aspects of the administration of the Securities Act of 1933 as it related to tender offers and mergers; the proxy, beneficial ownership reporting, tender offer and going-private provisions of the Securities Exchange Act of 1934; and the rules, regulations, forms and procedures promulgated to implement these statutory provisions.  As deputy director, he was a member of the senior staff of the commission with responsibility for the division’s legal and regulatory policy support offices (chief counsel, chief accountant, mergers and acquisitions, international corporate finance, rulemaking, small business policy and enforcement liaison).

During his tenure at the SEC, Mr. Breheny assisted the commission with its consideration of significant rule amendments in a number of areas including shareholder director nominations, tender offers, beneficial ownership reporting, electronic delivery of proxy materials, electronic shareholder forums, short sale disclosure, and proxy voting and shareholder communications.

Mr. Breheny serves as a member of the board of directors of the Society for Corporate Governance and repeatedly has been recognized by the National Association of Corporate Directors as part of its Directorship 100.  He also has been selected for inclusion in Best Lawyers in America, The International Who’s Who of Corporate Governance Lawyers and Chambers USA: America’s Leading Lawyers for Business.

Robert Neis is the Benefits Tax Counsel in the Office of Tax Policy at the U.S. Treasury Department.  The Benefits Tax Counsel is responsible for developing and reviewing policy, legislation, regulations, and revenue rulings dealing with all aspects of employee benefits taxation and related matters.  Mr. Neis joined the Treasury Department in June of 2012 and works on a variety of employee benefits issues, including qualified retirement plans, health care, executive compensation, employment taxes, and fringe benefits.

Before joining the Treasury Department, Mr. Neis was a partner in the tax group at the Sutherland law firm.  His practice focused primarily on executive compensation, qualified plans, welfare plans, and fringe benefits.

Mr. Neis received his J.D. from Cornell Law School, where he was the editor-in-chief of the Cornell Law Review, and his B.A from Middlebury College.  He was also law clerk for the Honorable Elbert P. Tuttle on the Eleventh Circuit Court of Appeals.

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.

Amy Bilbija is a Managing Director of the firm's corporate advisory business and focuses on activist defense, proxy solicitations, investor relations and governance matters. 

Prior to joining Evercore, Miss Bilbija spent 11 years at MacKenzie Partners where she was the Executive Vice President.  She was responsible for all West Coast operations from the firm’s Palo Alto office and focused on proxy contests, mergers-and-acquisitions, and corporate governance, including assisting clients with designing and drafting equity compensation plans consistent with institutional investor and advisory firm policies.  Amy has extensive experience consulting both Board of Directors and Senior Management in areas of shareholder communication, messaging, various policy matters, and overall strategic issues.  Prior to joining MacKenzie, Amy was Senior Counsel at the New York Stock Exchange where she provided legal and corporate governance advisory services to both the domestic and international listings departments. 

Ms. Bilbija has a J.D. from New York Law School and an M.B.A., M.S. and B.A. from the University of Miami.

Charmaine L. Slack is a partner in the New York office of Jones Day in its Employee Benefits and Executive Compensation practice.  Ms. Slack advises senior executives, boards of directors and compensation committees of public and private entities on a wide variety of executive compensation and equity arrangements.  She counsels clients on the diverse and complex compensation matters that arise in substantial domestic and cross-border M&A, leveraged buyout, financing, private equity, fund investment and other corporate transactions across a spectrum of industries. Ms. Slack’s practice encompasses designing and preparing creative incentive arrangements in fund and other investment transactions. She regularly counsels on the broad array of legal and business issues arising in executive compensation programs affecting CEOs and other senior executives, including comprehensive employment, change in control and severance arrangements; equity performance and other incentive programs and deferred compensation and director compensation programs.  Ms. Slack also provides corporate governance advice and technical guidance on tax and securities rules affecting compensation and benefits.

Ms. Slack is a frequent speaker on cutting-edge executive compensation matters.  She served as the immediate past chair of the Federal Securities Law Issues Subcommittee of the American Bar Association’s Employee Benefits Committee, Taxation Section.  Ms. Slack serves on the board of Girls Incorporated of New York City, a not-for-profit organization focused on improving the lives of NYC girls by providing gender-based educational programs.  She is a member of the Leadership Advisory Committee for the National Women's Law Center, an organization focused on expanding, protecting and promoting the opportunities, possibilities and advancement for women and girls across the nation.  Ms. Slack also serves as a member of Jones Day’s Firmwide Diversity, Inclusion & Advancement Committee, chairs the New York Diversity Committee and is a member of the New York City Bar’s Committee on Recruitment and Retention of Lawyers.

Ms. Slack is a graduate of New York University (LL.M. in Taxation), Harvard University (J.D.) and Pace University (B.B.A. in Management Information Systems, summa cum laude and first in M.I.S. major).  She is admitted to practice in New York and Georgia.

Prior to attending law school, Ms. Slack worked for six years for J.P. Morgan in New York City, initially as a systems analyst for foreign securities trading, and later as an officer supporting interest rate derivatives trading and a related global mark-to-market scenario and pricing system for exotic options and other derivative products developed for the traders in the company’s New York, London and Tokyo offices.

Henry Morgenbesser is a founding partner of Katzke & Morgenbesser LLP. Henry has over 30 to 35 years of experience in employee benefits and executive compensation matters, with a primary focus on executive compensation aspects of domestic and cross-border 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, Ceridian, Choice Hotels, Chrysler, Cinergy, CLS Bank, Convergys, Covance, Credit Suisse, Diamond Offshore Drilling, Dixie Electric, Duke Energy, Fortis Bank, GE, Goldman Sachs, Hertz, JPMorgan, Mead, Merrill Lynch, MetLife, MFA Financial, Morgan Stanley, Patheon, Perry Capital, Sotheby's, Spectra Energy, TPG, United Rentals, US Foodservice 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.

Irv Becker is Vice Chairman of the Executive Pay & Governance business based in the firm’s New York office.

Mr. Becker partners with boards and senior executives to create sustainable organizations, enhancing the effectiveness of the board/CEO relationship. He works with groups to design and develop reward programs, aligning executive efforts and results with the success of the company.

Mr. Becker’s financial background provides a grounded perspective on performance measurement and management. For the last 7 years, Mr. Becker has been included on the Directorship 100, a list published by Directorship magazine recognizing the most influential people who shape agendas and corporate governance issues in boardrooms across America.

Mr. Becker has worked with major public and private corporations across multiple industries. His clients range the spectrum from Fortune 50 companies to pre-IPO start-ups. He has worked with companies involved with initial public offerings, mergers, acquisitions, and divestitures, as well as helped organizations develop new reward philosophies and approaches to support a major change in business direction.

Mr. Becker is a frequent speaker on executive compensation topics and has been quoted in numerous notable publications. He is the co-author/editor of the recently published book: Understanding Executive Compensation & Governance: A Practical Guide (Third Edition).

Mr. Becker received his masters of business administration in finance from Columbia Business School and has a bachelors of business administration in accounting from the University of Massachusetts. He is a licensed CPA in New York State.

Jeanie Cogill practices in the executive compensation, pension plan investments, and employee benefits areas of law. She advises public and private companies on all aspects of executive compensation arrangements, including equity incentive programs, golden parachute arrangements, performance incentive arrangements, severance programs, and nonqualified deferred compensation plans.

Jeanie also regularly advises public and private companies and private equity clients in connection with executive compensation and employee benefits issues arising in the context of mergers, acquisitions, spin-offs, restructurings, and similar corporate transactions. She advises banks, broker-dealers, and other financial services clients on the fiduciary responsibility provisions of ERISA, including considerations associated with the structuring, developing, and offering of financial products and services to ERISA plans. In addition, she represents investment managers, hedge funds and private equity funds, and their principals in connection with fund structuring for ERISA and operational compliance with ERISA, providing counsel on fiduciary responsibility, prohibited transaction, VCOC, REOC, and other plan assets issues. 

Jeanie helps employers, management, and plan fiduciary committees, design and administer tax-qualified pension plans, health and other welfare plans, and counsels them on their fiduciary compliance responsibilities and the handling of claims and litigation.

Jeanie is a chapter author of the Section 409A Handbook (BNA Books 2010).

John Roe is Managing Director and Head of ISS Analytics at Institutional Shareholder Services.  John is responsible for ISS’ quantitative analytics, including ISS Governance QuickScore and ISS’ quantitative pay-for-performance alignment tests.

Previously, John was Head of Advisory at ISS Corporate Solutions (ICS), where he led ICS’ team of governance and executive compensation experts focused on advising corporate boards, executives, and the advisors that support them.

John regularly speaks and writes on executive compensation and corporate governance topics, including areas such as shareholder engagement, shareholder activism, corporate disclosure, executive compensation, governance trends, and equity compensation. He has spoken at conferences hosted by the National Association of Stock Plan Professionals, the Society for Corporate Secretaries and Governance Professionals, the Canadian Society for Corporate Secretaries, the National Association of Corporate Directors, the New York Stock Exchange, and many more.

John’s background gives him perspectives from both the institutional investor and corporate viewpoints. Prior to ICS, John was Chief Operating Officer and Chief Compliance Officer of a registered investment advisor and asset manager. In that role, he was intimately involved in shareholder engagement and investor-side governance conversations.  John also spent years as a consultant with McKinsey & Company, working with corporations and governmental agencies struggling with strategic decisions with strong governance implications.

John also served on the White House staff in the wake of September 11 and participated in the formation of the Office of Homeland Security. He also served as a military officer. In his off time, he is a licensed pilot, plays piano, and tries desperately to keep up with his two children.

LINDA RAPPAPORT is a Partner at Shearman & Sterling LLP in New York City.  She is a former Practice Group Leader of the Compensation, Governance & ERISA/Private Client Group as well as a founding member of the firm’s Corporate Governance Advisory Group.   Her practice focuses on all aspects of executive compensation and benefits, including corporate, securities and tax laws, and related corporate governance and regulatory matters. She has broad experience in the design and implementation of executive incentive programs, and in the negotiation and preparation of executive employment contracts and severance arrangements, with particular emphasis on the financial services and entertainment industries.  Her practice also encompasses all compensation, benefits and related governance issues associated with corporate acquisitions, divestitures, public offerings, restructurings and bankruptcies.

Ms. Rappaport has a special focus on the representation of global, U.S. and non-U.S. companies and their Boards of Directors and Compensation Committees in corporate governance matters, including CEO succession, public disclosure and executive compensation.  She also represents individual executives of public companies and private enterprises.

Active in lecturing, she is the author of numerous articles on a variety of corporate governance and executive compensation issues.  She has been ranked Band 1 for Employee Benefits & Executive Compensation: New York in Chambers USA since 2007.

Ms. Rappaport has been a partner of the firm since 1985.  She has served 3 terms as an elected member of the firm’s Policy Committee through 2014 and has been a member of the firm’s Executive Group. She is also a founding member and adviser of the firm’s Women’s Initiative For Success, Excellence and Retention (“WISER”) as well as a member of its Diversity Committee and the firm’s Hiring Partner.  Before joining the firm in 1979, she was a Law Clerk to Chief Judge James S. Holden, U.S. District Court of the District of Vermont, from 1978 to 1979.

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.

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. This includes tax laws (including laws governing deferred compensation, golden parachute arrangements and deduction limitation rules), securities laws (including reporting and disclosure requirements and registration issues) and compensation-related litigation matters.

In addition, Ms. Olshan regularly advises public companies, boards, private equity clients and members of management on executive compensation and benefits issues arising in the context of mergers, acquisitions, spin-offs, initial public offerings, restructurings and other extraordinary corporate events, including private equity and leveraged buyout transactions. She also regularly advises large public companies and individual senior executives on the adoption, revision, and negotiation of executive employment and severance agreements, as well as litigation and controversies involving executive compensation.

Ms. Olshan 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. She also has been quoted in various major publications on significant executive compensation issues of the day. Ms. Olshan 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. In 2013, Chambers USA also recognized Skadden’s Executive Compensation and Benefits Group with its Award for Excellence, given annually to a select group of firms on the basis of pre-eminence in key practice areas. Ms. Olshan also was named in Lawdragon 500 Leading Lawyers in America.

Robert Rachal's work focuses on complex ERISA litigation, including on executive compensation issues. Robert has assisted clients in the defense of numerous class actions under ERISA. Recent examples include:

  • Overall v. Ascension – representing company and executives named as fiduciaries against claim the pension plan did not qualify for “church plan” status under ERISA
  • Hans v. Tharaldson – representing trustee/CEO against claim ESOP paid more than fair market value for company’s stock
  • Allen v. Honeywell – representing company and plans against claims plan merger illegally cutback benefits, and that plan terms entitled class of participants to greater benefits

Robert’s litigation work in the executive compensation area includes:

  • Gray v T.V. Guide et al. – defended company against claim owed almost ten million in executive compensation because of an alleged duty to create a top hat plan to provide options in the company
  • Panel arbitrator for confidential arbitration involving executive and pension benefits

Robert advises employers on claims by executives seeking benefits under SERP plans, and on ERISA fiduciary issues. Robert also routinely represents executives who have been sued as alleged ERISA fiduciaries for employee benefit plans. 

Robert is a prolific writer and lecturer on cutting-edge ERISA litigation issues, including co-authoring BNA's ERISA LITIGATION (5th ed 2014) Chapter 39 “Violation of Fiduciary Duty by Misrepresentation and Nondisclosure,” Chapter 41 “Fiduciary Duties Regarding 401(k) & ESOP Investments in Employer Stock,” and Chapter 34 “Fees and Expenses Litigation in Defined Contribution Plans.” Recent articles authored or co-authored include “Fee Litigation 2016 Round-Up: Mitigating Risk in the Face of Expanding Targets and Theories of Fiduciary Liability” in 30, No. 1 Benefits Law Journal (Spring 2017) and Disney and Chevron: Court Skepticism Can Provide Some Important Limits to Fee Litigation,” in Bloomberg BNA, Pension & Benefits Daily (Nov. 30, 2016).  

Robert is a former management co-chair of the ABA Labor Section’s Employee Benefits Committee, and speaks regularly for the ABA and the JCEB on ERISA fiduciary, complex litigation, and executive compensation issues.

Bindu is a Principal in the New York Office and one of the firm’s senior technical consultants. She has over 15 years of experience advising clients on the US and international legal, tax and regulatory aspects of designing and structuring incentive programs, employment agreements, and severance and change-of control plans. Bindu has worked with both domestic and foreign publicly traded and privately held companies, as well as IPO companies. 

Before joining FW Cook, 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 of 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 has authored several of the firm’s client alerts and regulatory comment letters, and writes and speaks frequently at regional and national American Bar Association, American Law Institute, NASPP and Practicing Law Institute events.

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. Lin is a partner in Davis Polk’s Corporate Department, practicing in the Executive Compensation Group. She advises boards, companies, compensation committees and individual executives on executive compensation, equity-based incentives, deferred compensation, severance plans and other compensatory arrangements, with particular emphasis on issues arising in mergers and acquisitions transactions, initial public offerings and new and joint ventures. 

She also advises on employment and consulting arrangements, the applicability of securities and tax laws to executives and employers, the design and implementation of equity compensation plans and general employment-related matters. Ms. Lin is co-editor of the "Davis Polk Briefing: Governance" blog, which covers current topics in corporate governance, securities law and executive compensation.

In her pro bono practice, Ms. Lin has represented individuals seeking asylum in the United States and has advised not-for-profit organizations, including Grameen America and International Arts Movement.

Work Highlights


  • NBCUniversal's approximately $3.8 billion acquisition of DreamWorks Animation
  • Huatai Securities’ $780 million acquisition of AssetMark
  • MERSCORP Holdings' acquisition by Intercontinental Exchange
  • PartnerRe's acquisition by EXOR
  • Shire plc's acquisitions of ViroPharma, Lumena Pharmaceuticals, NPS Pharmaceuticals and Foresight Biotherapeutics
  • Comcast's acquisitions of Buzzfeed,, FreeWheel Media, Fandango, Patriot Media Cable Systems, SportsEngine and shares of ARRIS Group
  • C1 Financial's acquisition by Bank of the Ozarks
  • Prosensa's acquisition by BioMarin Pharmaceutical
  • Citigroup’s sale of its subsidiary OneMain Financial to Springleaf
  • Bertelsmann’s combination with Pearson of their trade book publishing companies, Random House and Penguin Group
  • Mitsubishi UFJ Lease & Finance Company’s acquisition of Jackson Square Aviation, Engine Lease Finance and Beacon Intermodal Leasing
  • Morgan Stanley’s sale of its TransMontaigne and global oil merchanting businesses
  • Citigroup's sale of its CVCI funds business
  • Dalian Wanda’s acquisition of AMC Entertainment

Capital Markets

  • Fogo de Chão IPO
  • Affimed IPO
  • Markit IPO
  • AC Immune IPO
  • Prosensa IPO
  • Delphi Automotive post-bankruptcy restructuring and IPO

Other Matters

  • Citigroup’s entry into and exit from the Troubled Asset Relief Program
  • McGraw Hill Financial, Inc. and Standard & Poor’s Financial Services LLC in connection with lawsuits brought by the SEC, DOJ and the Attorneys General of numerous states concerning the ratings of residential mortgage-backed securities
  • Other clients that Ms. Lin has advised on compensation and benefits issues include ABM Industries, Brinker International, First BanCorp., GAIN Capital, IHS Markit, Marsh & McLennan Companies, Pattern Energy, Ruby Tuesday, SLM (Sallie Mae), Valeant and VF.


Ms. Lin is recognized as a leading Executive Compensation lawyer:

  • Chambers USA – "Leading Individual," Employee Benefits and Executive Compensation, New York

Of Note

  • Speaker, Annual Conference of the National Association of Stock Plan Professionals 
  • Speaker, Semi-Annual Meeting of the CHRO Board Academy
  • Participant, Women's 100 Conference of corporate governance professionals
  • Participant, Harvard Law School’s annual Problem Solving Workshop Program


  • Member, American Bar Association
  • Member, New York State Bar Association
  • Member, Asian American Bar Association of New York


  • Partner, 2006-present
  • Associate, 1996-2006

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.

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.

The transactions in which Ms. O'Brien has been involved include many major financial institution transactions, both bank and non-bank, including: PrivateBancorp, Inc./Canadian Imperial Bank of Commerce; Huntington Bancshares/FirstMerit; Astoria Financial Corporation/Sterling Bancorp; City National/Royal Bank of Canada; National Penn Bancshares/BB&T; Chubb/ACE Limited; Heartland Payments/Global Payments; Vantiv/Mercury Payments Systems; Hilltop Holdings/Plains Capital; CapitalSource/PacWest Bancorp; Umpqua Holdings Corporation/Sterling Financial Corporation; Huntington Bancshares/Camco Financial; Marshall & Ilsley/Bank of Montreal; Alleghany Corporation/Transatlantic Holdings; Comerica Incorporated/Sterling Bancshares, Inc.; Bank of America Corporation/Merrill Lynch; Wells Fargo/Wachovia; Countrywide/Bank of America Corporation; FleetBoston Financial Corp./Bank of America Corporation; MBNA/Bank of America Corporation; J.P. Morgan/Bank One; J.P. Morgan/Bank of New York; Warburg Pincus/The Mutual Fund Store and TMFS Holdings, LLC.  She also has been involved in transactions outside of the financial sector, including: C.R. Bard, Inc./Becton, Dickinson and Company; Abbott/St. Jude Medical; Thermo Fisher Scientific/FEI Company; Pfizer Inc./Anacor Pharmaceuticals, Inc.; Pfizer Inc./Allergan plc; United Technologies (Sikorsky Aircraft)/Lockheed Martin; Carefusion/Becton Dickinson; Cox Automotive/Dealertrack Technologies; United Technologies Corporation/Goodrich Corporation; Thermo Fisher Scientific/Life Technologies Corporation; Leap Wireless/AT&T; Gannett (TEGNA) in its spinoffs of its publishing business and digital automotive business; Rayonier Inc.’s spinoff of its performance fibers business; and CBS Outdoor Americas’ initial public offering.

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.

Robert J. Jackson Jr. was appointed by President Donald Trump to the U.S. Securities and Exchange Commission (SEC) and was sworn in on January 11, 2018.

Commissioner Jackson comes to the SEC from NYU School of Law, where he was a professor of law. He previously was professor of law and director of the Program on Corporate Law and Policy at Columbia Law School. He also has served as an adviser at the Treasury Department and in the Office of the Special Master for TARP Executive Compensation. Commissioner Jackson earned his BA from the University of Pennsylvania, a BS and MBA in Finance from Wharton, an MPP from Harvard University’s Kennedy School of Government, and his JD from Harvard Law School.

Marc Trevino is a partner in Sullivan & Cromwell’s General Practice/Corporate Law Group. He is the managing partner of its executive compensation and benefits group and a member of the Firm’s managing partner committee as well as the cybersecurity group.

Mr. Trevino is now one of the few recognized leaders in structuring multidisciplinary solutions to, 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 and personnel actions.

Mr. Trevino is a co-author of The Public Company Deskbook (2009, The Practising Law Institute), a comprehensive, three-volume treatise on governance and disclosure reforms for legal and accounting professionals hailed as “the bible for securities lawyers” by Fortune. He writes and lectures extensively, and is often quoted with respect to corporate governance and compensation matters in a variety of publications covering the legal landscape.

Mr. Trevino joined Sullivan & Cromwell in 1993 after graduating summa cum laude from Princeton University (A.B., Phi Beta Kappa, 1990) and from Yale Law School (J.D., 1993). He is also co-chairman of the New York State Bar Association Committee on Employee Benefits and Compensation, the annual PLI Executive Compensation Program and the Yale Law & Business Society.