Executive Compensation, Employee Benefits, and ERISA

At Cleary Gottlieb, we help clients navigate their most critical executive compensation, employee benefits, and ERISA matters with clarity, confidence, and precision.

With decades of experience and global reach, our renowned team serves as trusted advisors to leading public and private companies, boards of directors, compensation committees, investment firms, financial institutions, and management teams facing complex challenges across jurisdictions.

We offer seamless, commercial, and strategic advice at every stage—from high-stakes transactions to the equally critical day-to-day matters—drawing on deep experience at the intersection of law, business, and governance.

Our practice covers:

• Corporate Transactions. We advise on the full range of compensation, benefits, and ERISA issues arising in public, private, and private equity M&A, spin-offs, IPOs, divestitures, carve-outs, bankruptcies, restructurings, and other strategic transactions—both domestic and cross-border.
• Plan Design & Disclosure. Our team assists in designing and implementing compensation plans (ranging from ordinary course to complex and bespoke) that align with business goals and regulatory requirements, including disclosure obligations, Form 8-K and S-8 filings, and compliance with SEC rules and stock exchange standards. We also assist sponsors of ERISA-governed plans with respect to compliance matters including reporting obligations, regulatory developments, and Department of Labor investigations.
• Corporate Governance. We work closely with boards and their committees on executive and director compensation, succession planning, shareholder engagement, independence and conflict-of-interest issues, and governance-related shareholder proposals.
• Private Equity & Asset Management Compensation. Our team advises on bespoke compensation structures for private equity sponsors and alternative asset managers, including carried interest programs, succession planning, and upper-tier arrangements for sponsors generally, as well as specific platforms and strategies.
• Executive & Management Compensation. We negotiate and structure executive employment, severance, retention, consulting, and incentive arrangements from both company and management perspectives—including equity and non-equity incentive plans, deferred compensation, and change-in-control protections.
• ERISA Counseling. We advise on the full spectrum of ERISA issues, including compliance with fiduciary and prohibited transaction rules, Department of Labor guidance and the “plan asset” regulations and related rules. We have deep ERISA experience with structuring and operating private funds and other investment vehicles across multiple asset classes and we work closely with our market-leading investment funds and financial institution practices. We also counsel on ERISA considerations relating to a broad variety of transactions including GP-led secondaries, financial institution M&A, restructurings, and structured finance transactions.