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    Home /  Practices /  General Practice /  Executive Compensation

    Executive Compensation

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    Sullivan & Cromwell boasts a leading Executive Compensation Practice. The Firm advises companies, boards of directors, compensation committees, management teams and individual executives.

    S&C’s advice comprises the range of compensation and benefit arrangements in extraordinary corporate events, including mergers and acquisitions, joint ventures, IPOs, bankruptcies and leveraged buyouts in transition and succession planning. The Firm also advises on corporate governance, securities, disclosure and tax considerations.

    More than 20 Executive Compensation Group lawyers work closely with members of the Firm’s General Practice and Tax groups when special expertise might be needed.

    M&A

    Executive compensation and other “social issues” are often the most critical and highly negotiated aspects of a transaction. The Firm relies on its expertise in mergers and acquisitions activity, including negotiation of postmerger management structure and employment terms, implementation of new plans and evaluation of future benefit plan liabilities.

    Regulatory

    S&C advises clients on the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act on executive compensation. The Group also collaborates with the Firm’s employment law litigators to assist clients with a range of employment issues that confront today’s businesses.

    Employee Benefit Plans

    Group lawyers also deploy extensive experience in the design and implementation of tax-qualified employee benefit plans and in advising on related compliance and fiduciary matters under the Employee Retirement Income Security Act and the Internal Revenue Code. The practice includes ongoing advice to plan sponsors and advice on plan termination, mergers and other transitional issues that arise in the transactional context.

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    Spotlight

    Regina Readling Returns to Sullivan & Cromwell as Partner in the Firm’s Executive Compensation Group

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    S&C Advises Guild Holdings in $1.3 Billion Sale to Bayview Asset Management

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    Four S&C Lawyers Newly Ranked in the Chambers USA 2025 Guide

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    Chambers USA Ranks S&C Highly for 2025

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    S&C Advises B-Flexion in Boston Pharmaceuticals’ $2 Billion Sale to GSK

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    Experience

    Experience

    Counsel to Companies

    • AirTran Holdings, in connection with its $3.4 billion acquisition by Southwest Airlines.
    • AkzoNobel, in the $1.05 billion sale of its North American Decorative Paints business to PPG Industries.
    • Ares Capital Management 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.
    • AT&T, in its $780 million acquisition of the domestic retail wireless business of Atlantic Tele-Network.
    • BHP Billiton, in its $15.1 billion acquisition of Petrohawk Energy.
    • BP, in its $7 billion sale of upstream assets in the United States, Canada and Egypt to Apache.
    • Bucyrus International, in its $8.6 billion sale to Caterpillar.
    • Cablevision, in its spin-off of Madison Square Garden.

    • Chrysler Group, with respect to ongoing benefit plan and employee transfer issues, as well as with respect to Troubled Asset Relief Program restrictions and compensation arrangements.
    • Collective Brands, in its acquisition by a consortium of Wolverine Worldwide, Blum Capital Partners and Golden Gate Capital for $2 billion.
    • Fiat, in its acquisition of Chrysler out of bankruptcy.
    • IMS Health, in its $5 billion acquisition by investment funds managed by TPG Capital and Canada Pension Plan Investment Board. This acquisition was the largest announced private equity buyout of the year.
    • IPC Holdings, in its $1.7 billion sale to Validus Holdings, which was initiated as a hostile transaction.
    • InBev, in its $60.8 billion acquisition of Anheuser-Busch.
    • Medco Health Solutions, in its $29.1 billion merger with Express Scripts.
    • Priceline.com, in its $1.8 billion acquisition of KAYAK Software.
    • Reed Elsevier, in its $4.1 billion acquisition of ChoicePoint.
    • Rhône Capital, in its $1.35 billion acquisition of CSM’s bakery supplies business.
    • 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.
    • Silver Lake Partners, as the leader of an investor consortium, in the $2.75 billion acquisition of a 65 percent interest in Skype Technologies from eBay.
    • Skype Technologies, in its $8.5 billion sale to Microsoft.

    Counsel to Financial Institutions

    • AIG, in the sale of 100 percent of its subsidiaries operating in El Salvador, Guatemala, Honduras and Panama to Grupo ASSA for an undisclosed sum.
    • AIG, in connection with its $91 million restructuring and its $16.2 billion sale of ALICO to MetLife, which spans more than 50 non-U.S. jurisdictions.
    • Ally Financial, in connection with the ongoing divestiture process of its international operations.
    • Barclays, in the $15.2 billion sale of Barclays Global Investors to BlackRock.
    • Bankia, in its approximately $947 million sale of its subsidiary, City National Bank of Florida, to Banco de Crédito e Inversiones. This transaction marks the first time that a Chilean bank has purchased a U.S. bank and was recognized as “South America Deal of the Year” by M&A Atlas and “Outbound Investment Deal of the Year” by Latin Lawyer.
    • Bank of Tokyo-Mitsubishi UFJ and Mitsubishi UFJ Financial Group, in the $2.9 billion acquisition of publicly owned shares of UnionBanCal.
    • BBVA, in connection with the ongoing divestiture process of its international operations.
    • Commerce Bancorp, in its $8.5 billion acquisition by Toronto-Dominion Bank.
    • Hilton Hotels, in its $26.7 billion leveraged buyout by The Blackstone Group.
    • ING, in its $9 billion sale of ING Direct to Capital One.
    • Medco Health Solutions, in its $1.5 billion acquisition of PolyMedica.
    • National City, in its $5.6 billion acquisition by PNC Financial Services Group.
    • PacWest Bancorp, in its pending $2.3 billion merger with CapitalSource.
    • TXU, in its $45 billion acquisition by a private equity consortium. This acquisition was the largest-ever completed private equity buyout and the largest-ever U.S. utility acquisition to date.
    • Wachovia, in the distressed sale to Wells Fargo and the related discussions with Citibank.

    Counsel to Boards 

    • Eastman Kodak’s restructuring and executive compensation committee, on executive compensation and governance matters, including as part of Eastman Kodak's Chapter 11 process and recent emergence. S&C provided this advice to the committee as outside company counsel.
    • Alcon’s independent directors committee, in Alcon's $12.9 billion acquisition by Novartis.
    • CIT’s board of directors, in CIT's restructuring, including its $31 billion exchange offer.
    • Pepsi Americas’ transaction committee of the board of directors, in the $4.2 billion acquisition of Pepsi Americas by PepsiCo.
    • Procter & Gamble’s compensation committee, in the $57 billion acquisition by Gillette.
    • First Data’s strategic review committee and independent directors of the board of directors, in the $29 billion acquisition by Kohlberg Kravis Roberts.
    • Albertsons’ board of directors, in the $17.4 billion acquisition by an investor group comprising SUPERVALU, CVS and a consortium led by Cerberus Capital Management.

    Counsel to Management 

    • 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, this was the largest leveraged buyout in history.
    • Aramark’s chairman, chief executive officer and controlling stockholder, Joseph Neubauer, as leader of an investor consortium in the $8.8 billion acquisition of the company.
    • Guitar Center’s management, in the $2.1 billion leveraged buyout by Bain Capital.
    • Sedgwick Claims Management Services’ management team, in its agreement with affiliates of Stone Point Capital and Hellman & Friedman and management to purchase 100 percent ownership of Sedgwick CMS from its current group of investors for approximately $1.1 billion.

    Continuing Compensation and Corporate Governance

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

    Rankings and Recognitions

    • Four S&C Lawyers Newly Ranked in the Chambers USA 2025 Guide

      June 12, 2025
    • Chambers USA Ranks S&C Highly for 2025

      June 6, 2025
    • Chambers USA Ranks S&C Highly for 2024

      June 6, 2024
    • Chambers USA Ranks S&C Highly for 2023

      June 2, 2023
    • S&C is Top M&A Law Firm for Global and U.S. Deals in 2022

      January 6, 2023
    • Law360 MVP Awards: Eight Sullivan & Cromwell Partners Named 2022 MVPs

      September 6, 2022
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    News

    News

    • S&C Advises Guild Holdings in $1.3 Billion Sale to Bayview Asset Management

      July 1, 2025
    • S&C Advises B-Flexion in Boston Pharmaceuticals’ $2 Billion Sale to GSK

      May 30, 2025
    • S&C Advises Ares in Acquisition of Epika Fleet Services

      April 22, 2025
    • S&C Advises Canadian Pacific Kansas City Limited and Panama Canal Railway Company on Railway Sale

      April 10, 2025
    • S&C Advises Diageo on Strategic Joint Venture for Cîroc Ultra-Premium Vodka and Lobos 1707 Tequila

      April 9, 2025
    • xAI and X Merge in a $113 Billion Transaction

      March 28, 2025
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    Publications, Videos and Podcasts

    Publications, Videos and Podcasts

    • Summary of Recent Changes to Delaware, Nevada, and Texas Corporate Law

      S&C Memos |  June 16, 2025
    • COSO and NACD Propose New Corporate Governance Framework

      S&C Memos |  June 5, 2025
    • President Trump Acts to Significantly Limit Disparate Impact Liability for Discrimination

      S&C Memos |  April 25, 2025
    • Delaware Enacts Important Corporate Law Reforms

      S&C Memos |  March 28, 2025
    • EEOC and DOJ Issue Technical Assistance Documents on DEI-Related Discrimination in the Workplace

      S&C Memos |  March 21, 2025
    • Delaware General Assembly Proposes Important Corporate Law Reforms

      S&C Memos |  February 18, 2025
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    Practice Contacts

    Practice Contacts

    Marc Treviño Headshot Photo
    Marc Treviño
    New York
    +1-212-558-4239
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    Related Practices

    Related Practices

    • Capital Markets
    • Corporate Governance
    • Employment Law
    • Financial Services
    • General Practice
    • Mergers & Acquisitions
    • Restructuring and Special Situations
    • Tax
    • Workplace Investigations
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