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Regularly noted as one of the leading executive compensation and benefits practices in the nation, Sullivan & Cromwell’s Executive Compensation and Benefits Group advises companies, boards of directors, compensation committees, management teams and individual executives on the complete range of compensation and benefit arrangements in extraordinary corporate events, such as mergers and acquisitions, joint ventures, initial public offerings, bankruptcies and leveraged buyouts in both the context of transition and succession planning and in a regular advisory role. Our advice encompasses corporate governance, securities, disclosure and tax considerations.

In 2011, the S&C team received the Chambers USA Award for Excellence for Executive Compensation and Benefits Team of the Year. The award is based on the publisher’s research reflecting notable achievements, including significant work and excellence in client service.

The Firm’s multidisciplinary approach enables the more than 20 lawyers in our group to work closely with other members of the General Practice and Tax Groups when special expertise might be needed. Our expertise is regularly applied to the Firm’s mergers and acquisitions activity, including negotiation of post-merger management structure and employment terms, implementation of new plans, and evaluation of future benefit plan liabilities. In many transactions, executive compensation and other “social issues” are the most critical and highly negotiated aspects of a transaction.  In addition, attorneys in the Group regularly advise clients and speak publicly on the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act on executive compensation. We also collaborate closely with our labor and employment litigators to assist clients with the full spectrum of employment issues that confront today’s businesses.

Recognized for our preeminence in ERISA matters, our lawyers also have extensive experience in the design and implementation of tax-qualified employee benefit plans, and in advising on related compliance and fiduciary matters under ERISA and the Internal Revenue Code. Our practice includes both ongoing advice to plan sponsors and advice on plan termination, merger and other transitional issues that arise in the transactional context. We also regularly advise our private equity, real estate and other investment fund clients, and numerous financial institutions, in connection with the structuring of investments and financial products that will be offered to pension and other ERISA plans.

Recent practice highlightsnotable engagements:

Company Representations

• AIG in connection with its pending $91 million restructuring and its $16.2 billion sale of ALICO to MetLife (which spans more than 50 non-U.S. jurisdictions) 
• AirTran Holdings in connection with its $3.4 billion acquisition by Southwest Airlines 
• Chrysler Group with respect to ongoing benefit plan and employee transfer issues, as well as with respect to TARP restrictions and compensation arrangements 
• ING in its $9 billion sale of ING Direct to Capital One
• Skype Technologies S.A. in its $8.5 billion sale to Microsoft
• BHP Billiton in its $15.1 billion acquisition of Petrohawk Energy Corporation
• Cablevision in its spin-off of Madison Square Garden (MSG) 
• BP plc in its $7 billion sale of upstream assets in the United States, Canada and Egypt to Apache Corporation 
• Bucyrus International, Inc. in its $8.6 billion sale to Caterpillar, Inc. 
• IMS Health in its $5 billion acquisition by investment funds managed by TPG Capital and Canada Pension Plan Investment Board (the largest announced private equity buyout of the year)
• Medco Health Solutions, Inc. in its $29.1 billion merger with Express Scripts, Inc.
• Fiat in its acquisition of Chrysler out of bankruptcy 
• Barclays plc in the $15.2 billion sale of Barclays Global Investors to BlackRock Inc. 
• R.R. Donnelley in its $487 million acquisition of Bowne & Co., Inc. 
• National City Corp. in its $5.6 billion acquisition by PNC Financial Services Group, Inc. 
• Silver Lake Partners as the leader of an investor consortium in the $2.75 billion acquisition of a 65 percent interest in Skype Technologies S.A. from eBay 
• Ares Capital Management LLC and Teachers’ Private Capital, the private investment arm of the Canadian pension fund Ontario Teachers’ Pension Plan Board, in their $760 million acquisition of Simmons out of bankruptcy 
• Rio Tinto in the $1.2 billion sale of the U.S. packaging business of its Alcan Packaging unit to Bemis and $2.4 billion sale of the majority of its Alcan Packaging unit to Amcor 
• IPC Holdings in its $1.7 billion sale to Validus Holdings Ltd., which was initiated as a hostile transaction 
• Wachovia in the distressed sale to Wells Fargo and the related discussions with Citibank 
• Bank of Tokyo-Mitsubishi UFJ, Ltd. and Mitsubishi UFJ Financial Group in the $2.9 billion acquisition of publicly owned shares of UnionBanCal Corporation 
• Reed Elsevier in its $4.1 billion acquisition of ChoicePoint 
• InBev in its $60.8 billion acquisition of Anheuser-Busch Companies 
• Tenaris in its $1.1 billion sale of Hydril Company to General Electric Company 
• Commerce Bancorp in its $8.5 billion acquisition by Toronto-Dominion Bank 
• Medco Health Solutions in its $1.5 billion acquisition of PolyMedica Corporation 
• Hilton Hotels in its $26.7 billion LBO by The Blackstone Group 
• TXU in its $45 billion acquisition by a private equity consortium—the largest-ever completed private equity buyout and the largest-ever U.S. utility acquisition

Board Representations

• The Independent Directors Committee of Alcon in its $12.9 billion acquisition by Novartis AG 
• The Board of Directors of CIT in its restructuring, including its $31 billion exchange offer 
• The Transaction Committee of the Board of Directors of Pepsi Americas, Inc. in the $4.2 billion acquisition of Pepsi Americas, Inc. by PepsiCo, Inc. 
• The Compensation Committee of Procter & Gamble Co. in the $57 billion acquisition by Gillette 
• The Strategic Review Committee and Independent Directors of the Board of Directors of First Data in the $29 billion acquisition by Kohlberg Kravis Roberts & Co. 
• The Board of Directors of Albertsons in the $17.4 billion acquisition by an investor group comprised of SUPERVALU Inc., CVS and a consortium led by Cerberus Capital Management

Management Representations

• The management of HCA and the Frist family in the $31.6 billion acquisition of HCA via leveraged buyout by an investor group led by Thomas Frist Sr. and Thomas Frist Jr., Bain Capital, Kohlberg Kravis Roberts and Merrill Lynch Global Private Equity—at the time of its announcement the largest leveraged buyout in history 
• Joseph Neubauer, ARAMARK Corporation’s Chairman, CEO and controlling stockholder, as leader of an investor consortium in the $8.8 billion acquisition of the company 
• Management of Guitar Center in the $2.1 billion leveraged buyout by Bain Capital 
• The management team of Sedgwick Claims Management Services in its agreement with affiliates of Stone Point Capital LLC and Hellman & Friedman LLC and management to purchase 100% ownership of Sedgwick CMS from its current group of investors for approximately $1.1 billion

Continuing Compensation and Corporate Governance Representation

• Activision Blizzard 
• Assurant 
• AT&T
• Bank of New York Mellon 
• CA, Inc. (formerly Computer Associates) 
• Cablevision Systems Corporation 
• Chrysler Group 
• The Clearing House 
• Collective Brands (formerly Payless ShoeSource) 
• Constellation Energy 
• Goldman Sachs 
• ING
• JPMorgan Chase 
• Liz Claiborne 
• LNR Property 
• M&T Bank Corporation 
• Northrop Grumman 
• NYSE Euronext 
• Regions Financial 
• RR Donnelley 
• Textron 
• Vornado