Executive
Compensationand Benefits
The Executive Compensation and Benefits Group at Skadden advises
public and private companies, management, boards of directors
and executives on a full range of matters relating to employeecompensation plans and arrangements, including issues arising in
the areas of the transactional, tax, securities, bankruptcy, corporate
governance and ERISA claims. Heightened scrutiny of executive
compensation issues has resulted in an increasingly complex mazeof government regulation and market pressures. The executive
compensation and benefits practice helps clients manage the impactof these regulatory and market developments.

Recognized Leadership

Broad Experience

Our practice members have been repeatedly recognized as “leading lawyers” in the executive compensation and employee benefits
fields by, among others, Chambers USA, Chambers Global, TheBest Lawyers in America, The Legal 500: U.S., Law360 and The
National Law Journal. We also were named one of Law360’s Benefits Groups of the Year for 2020 and 2019. Our practice members
regularly publish articles and client memoranda on importantdevelopments in the area and are called on to provide insights tothe press and at numerous high-profile conferences and meetings.
In addition, our practice includes the authors and editors of The
Section 409A Handbook — the leading treatise on Section 409A ofthe Internal Revenue Code, which governs the treatment of deferredcompensation — as well as the chairperson of the PLI Hot Issues in
Executive Compensation Conference.

Our Executive Compensation and Benefits Group advises clientsin all aspects of compensation and benefits, such as:- Planning, drafting and negotiating a wide variety of executive
compensation arrangements, including employment and severance
agreements and all types of employee benefit plans.
- Advising on all types of stock and cash-based plans and arrangements (including private equity arrangements), including withrespect to the tax efficient structuring of equity compensation
arrangements and related shareholder agreements.
- Advising on deferred compensation arrangements and issues
under Section 409A, as well as the “golden parachute” rules
under Section 280G and the deduction limitation rules underSection 162(m).
- Playing a critical role in Skadden’s transactional practice, including advising on executive compensation and benefits issues arisingin the context of mergers, acquisitions, spin-offs, initial publicofferings, restructurings and other corporate events, including
private equity and leveraged buyout transactions.
- Counseling senior executives of both public and privately heldcompanies in connection with the negotiation and implementationof employment, severance and change in control agreements.

Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

Executive Compensation and Benefits
Continued- Advising clients on international employment issues, such as treatment of employees in international transactions and global equityarrangements.
- Advising clients on the fiduciary responsibility provisions of ERISA
with respect to investment of pension plan assets and prohibited
transaction rules, as well as related litigation matters.
- Counseling clients on funding issues with respect to defined benefit pension plans and on the provisions of ERISA in connection
with the termination of or withdrawal from single employer andmultiemployer pension plans.

Diverse Clients

Our client base includes companies (both public and private),banks and financial institutions, investment managers, management,
boards of directors and board committees, and executives acrossvarious industries worldwide, giving us a broad perspective of executive compensation and employee benefits matters. We understandthat every matter, regardless of size, is important to our clients,
and we strive to bring the same practical approach, creativity andcommitment to excellence to each matter in which we are engaged.
Global Network

Our executive compensation and benefits practice regularly
assembles teams throughout the U.S. and internationally to provide
appropriate subject-matter and geographical coverage for the mostcomplicated employment-related issues. We work closely withnationally recognized Skadden transactional, corporate, tax andlitigation practices across the globe to seamlessly provide our clientswith the benefits of the firm’s collective knowledge and experiences.

2 Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates