MERGERS, ACQUISITIONS AND OTHER BUSINESS TRANSACTIONS

Compensation and benefits counsel that clears the way for complex deals.

High-stakes business transactions often hinge on how key executive compensation and benefits issues are handled. These matters can be legally intricate, economically sensitive and highly personal, especially for management teams and key employees.

We represent targets, acquirers, management teams and individual executives through every phase of a transaction, focusing on benefits, compensation and regulatory compliance. Our attorneys work across industries and borders to ensure deals move forward with precision and purpose.

How we help

We advise on the full spectrum of executive compensation and benefits issues in transactions, including:

  • Deal strategy and structuring We guide clients through the compensation and benefits implications of M&A, helping structure cash and equity incentives, retention plans, severance packages and transition arrangements that support business goals while reducing legal and tax risks.

  • Regulatory compliance Our team ensures that all aspects of the deal comply with ERISA, tax laws (including Sections 409A and 280G), employment laws and securities regulations. We also provide targeted support on issues such as golden parachute rules, shareholder votes and related disclosures.

  • Management team and Company founder representation We represent C-suite executives and management teams navigating sales, carve-outs or changes in control. This includes negotiating equity rollover terms with corporate buyers or private equity investors, new incentive arrangements, employment agreements, noncompete covenants and post-closing protections. We advocate for fair, aligned compensation terms that reflect our clients' contributions and future value.

  • Due diligence and risk mitigationWe conduct thorough due diligence on employee benefits and executive compensation plans, flagging potential risks and liabilities and recommending practical solutions to address them before they become deal-breakers.

  • Post-closing integration Our attorneys support post-transaction transitions, including plan terminations, spinoffs, employee benefit harmonization and employee communications, ensuring a smooth path forward after closing.

What it looks like in practice

Our attorneys have advised on transactions involving founders, family-owned businesses, startups, private equity, public companies and multinational buyers. Examples include:

●     Advising on the asset sale of a family-owned business to multiple buyers, including 401(k) plan spinoffs and coordination with third-party administrators.
●     Guiding a seller through employee benefits considerations in a 100% stock sale of mid-market business equity, negotiating employment-related terms and managing pre-closing 401(k) termination and liquidation.
●     Partnering with Canadian counsel to lead a cross-border spinoff for a Canadian public parent company, with a focus on U.S. stock option adjustments.
●     Navigating Section 280G golden parachute compliance for a U.K.-based target company, including drafting waiver documents and managing the shareholder vote process in line with U.K. corporate norms.
●     Representing fashion startup executives in a private equity acquisition, negotiating rollover equity terms, new employment agreements and phantom equity awards, as well as advising on post-closing resignations.
●     Securing highly tailored noncompetes, governance and equity arrangements for two founders of a tech startup acquired by a large private equity firm, including board veto rights and performance-based equity awards.
●     Conducting due diligence on a financial services firm’s benefits program and executive compensation arrangements, identifying risk areas and recommending plan harmonization strategies.

Why it works

We bring a strong command of the law and a practical understanding of deal dynamics. Our lawyers work seamlessly with corporate counsel, tax advisers and investment professionals to develop compensation strategies that align interests, limit liability and support long-term success.

Let’s get your deal across the finish line

Whether you’re buying, selling or navigating a change in control, we’ll help you manage benefits and compensation issues with clarity and confidence.

Practice Area Key Contact:

Sandra Cohen
Managing Partner
212-489-9618 Ext 1
Sandra@cohenbuckmann.com