Practice Areas
Practice Areas
Employment/Severance Agreements
Since 2005, many of the most distinguished firms in the country have been referring their clients' senior executives to Ed for his assistance with employment and severance agreements and various other executive compensation matters. These firms are a veritable who’s who of the New York bar and include Davis Polk, Cleary Gottlieb, Skadden Arps, Dechert, Proskauer and many others.
Ed has extensive experience negotiating, designing and implementing employment and severance agreements, and various other compensation arrangements, for CEOs, boards of directors and senior executives of public and private corporations, both domestic and foreign. He also regularly represents bankers, asset managers, hedge fund and private equity executives, and other financial professionals in connection with these types of arrangements, including equity grants in the form of "profits interests" and carried interests.
He has also represented a large number of clients in leveraged and management buyouts, including many of the most prominent buyout firms, as well as management teams and individual senior executives. As a result of this experience, Ed is very well versed in issues arising from using stock in privately held companies in connection with compensation arrangements.
We advise and assist our clients with:
- Employment Agreements
- Severance Agreements
- Separation Agreements
- Option plans, other equity plans and award agreements
- Profits interests in LLC/Partnerships, including carried interests in private equity arrangements and hedge funds
- Other compensatory arrangements
- Section 409A Issues
- Tax structuring of compensation arrangements for optimal tax treatment
ERISA Fiduciary Matters
Ed is a nationally recognized expert on the ERISA issues arising from managing pension plan assets and dealing with counterparties that are subject to ERISA. He has represented prominent hedge funds and some of the largest financial institutions in the world in connection with ERISA fiduciary matters; he has also spoken on ERISA issues at major hedge fund industry conferences, such as Marhedge, and prominent legal conferences, such as those sponsored by the Practising Law Institute (PLI). Ed is an active member in the ERISA fiduciary groups where the practices in these areas are often established.
He regularly advises clients on all aspects of ERISA’s fiduciary responsibility rules and has a great deal of experience advising financial institutions, such as banks and insurance companies, as well as, investment managers of various hedge and private equity funds on these rules.
Our expertise in this area includes:
- Setting up “plan asset” funds and establishing procedures for such funds to comply with ERISA's complex fiduciary obligations
- Structuring funds and other vehicles to avoid plan asset status by remaining below the 25% threshold
- Using the Venture Capital Operating Company/Real Estate Operating Company exemptions under the plan asset regulation and structuring prospective investments by funds to comply with those exemptions
- Advising funds and financial institutions on International Swaps and Derivatives (ISDA) transactions and various other transactions raising potential ERISA concerns
- Representing both borrowers and lenders, including funds, banks and insurance companies, with respect to ERISA provisions in credit and other lending arrangements
- Structuring corporate and structured finance vehicles to comply with ERISA's requirements
ERISA Withdrawal Liability
Over the past decade, many Union/Multiemployer Pension Plans have become severely underfunded and, as a result of such underfunding, have become very aggressive in assessing withdrawal liability against employers contributing to such plans. As a result, many employers are finding themselves with significant withdrawal liability assessments arising from common transactions. In certain industries, these assessments can often be in the $5-$10 million dollar range.
Ed has represented many clients in connection with withdrawal liability issues, including various business owners, prominent real estate managers and hotel owners. He recently successfully represented the University of Pennsylvania in challenging a withdrawal liability assessment from a large national pension fund and he persuaded the pension fund to rescind its assessment.
We assist our clients with:
- structuring transactions to minimize the risk of triggering an ERISA withdrawal liability assessment
- challenging withdrawal liability assessments that have already been made
- litigating and arbitrating disputes relating to these assessments
There is a brief ninety (90) day period in which to challenge a withdrawal liability assessment from the date of the assessment and failing to act within this period can result in an employer losing the ability to challenge the assessment. If you have received a withdrawal liability assessment, do not let this period expire and contact us immediately.
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