Experience built at leading New York firms
For more than 30 years, Edward J. Rayner has represented senior executives, investment professionals, founders, and management teams throughout the United States in executive employment, compensation, tax, equity, carried-interest, deferred-compensation, and separation matters. His practice is built around the proposition that executive compensation must be understood not only as an employment-agreement issue, but also as a tax, equity, transactional, and termination-risk issue.
After receiving an LL.M. in Tax from New York University School of Law, where he graduated first in his class, Ed practiced in the executive compensation and ERISA groups at Simpson Thacher and Milbank. He then became a partner at Tannenbaum Helpern and Katten Muchin Rosenman before joining Pryor Cashman as a partner and Chair of its Executive Compensation, ERISA and Employee Benefits Group. After approximately a decade with Pryor Cashman, he founded Ed Rayner Law PC.
Experience that informs current representations
During more than two decades at leading New York firms, Ed worked on significant public and private transactions and on the executive-employment, compensation, tax, and management-equity arrangements that accompanied them. His experience includes senior executive employment and separation agreements, financial-services guarantees and deferrals, portfolio-manager compensation, private-equity management rollover, equity awards and repurchase rights, and carried-interest and profits-interest arrangements.
That work gave Ed a practical understanding of how executive arrangements are structured and negotiated in real transaction settings, which provisions can later determine the economic result, and how employment agreements, equity documents, tax rules, and transaction documents operate together. He brings that experience to each current representation.
Cross-border experience
Ed also advises selected executives employed outside the United States where the arrangement uses U.S.-style executive compensation documents. In those situations, he coordinates with local counsel as appropriate on local-law issues while addressing the compensation, tax, equity, and contractual economics. For U.S. taxpayers relocating abroad, that may include coordinating with accountants familiar with both tax systems, negotiating tax-equalization or make-whole protections where appropriate, and tailoring the executive's individual agreement, award, election, or implementation without changing the employer's overall foreign plan or arrangement.
Integrated equity experience
Ed's training at Simpson Thacher included both executive compensation negotiations and the equity arrangements that implement them. That background informs his work on options, profits interests, carried interests, management equity, rollover equity, restrictive covenants, and the governing documents that determine what an executive actually receives.
His career also includes representing many of the most prominent private-equity sponsors, as well as senior executives and management teams in transactions involving a range of private-equity sponsors. That perspective informs his review of management equity, rollover, repurchase, and exit provisions.