Executive Compensation,
Employee Benefits, and ShareIncentives
Well-designed compensation programs motivate
performance and attract and retain talent. Legislativeand regulatory changes, combined with heightened
shareholder sensitivity and media focus oncompensation, have made the design of appropriatecompensation arrangements more and more complex.
Our lawyers work with companies all over the world todesign, develop, and operate compensation programs
that fit the needs of a particular business and reflect
emerging views of best practice. We advise public andprivate companies, large and small. We know ourclients’ businesses and industries and provide
integrated solutions tailored to a company’sorganizational and cost constraints.
We work with companies to design, implement, andoperate cash and share incentive plans and otherbenefit programs that comply with tax, securities,
employment, and other applicable laws around theglobe. We work seamlessly with our client’s
consultants, accountants, actuaries, and other advisors.
Our lawyers are leaders of professional associations
and industry groups shaping evolving policy in theareas of compensation, benefits, and corporate
governance. Together with our public company
advisory lawyers, we advise boards of directors,
remuneration and compensation committees, andKey contacts
Martha N. Steinman,
New York

Margaret De Lisser,
Washington, D.C.

Areas of focus
Compensation Committee
Stock and Cash Based Incentives

Related practices
Pensionsmanagement on questions of corporate governancecompliance and public disclosure of compensation
arrangements.
We can help you address the issues that arise withcompensation and benefit arrangements in mergers,acquisitions, spinoffs, IPOs, and other disposals.
We regularly draft and negotiate executive employmentand separation agreements. As part of our practice inthe U.S., we have extensive experience with all types ofqualified and non-qualified defined benefit and defined
contribution retirement plans. We also have extensive
experience with health and welfare plans and thecomplex web of laws and regulations applicable tothese programs.

Representative experience
Advising Shaftesbury PLC on its recommended £5bn
all-share merger with fellow FTSE-250 listed Capital &Counties Properties PLC.
Advising Lockheed Martin on its US$4.4bn acquisitionof Aerojet Rocketdyne.
Advising PhonePe on the separation of ownership ofPhonePe Private Limited, India from the Indian ecommerce giant Flipkart Private Limited.
Advising Clipper Logistics plc on its recommended c.
£1bn cash and share takeover offer by GXO Logistics,
Inc.
Advising VICI Properties Inc., an experiential REIT
specializing in casino properties, on its US$17.2bn
strategic acquisition of MGM Growth Properties LLC, atransaction which will create America’s largest owner ofexperiential real estate.
Advising Patron Capital Partners on the sale of Punch
Pubs for c.£1bn to private equity firm Fortress.

Advising Duke Realty Corporation, a publicly listed
leading U.S. industrial REIT, on its approximately
US$23bn combination with Prologis Inc., a publiclylisted global leader in logistics real estate.
Advising CPI Property Group S.A. (CPIPG) on CPIPG andAroundtown SA’s €1.57bn takeover of Globalworth
Real Estate Investments Limited.
Advising Oracle Corporation on its US$28.3bn
acquisition of Cerner Corporation.
Advising PerkinElmer, Inc. on its US$591m cash
takeover of Oxford Immunotec Global plc, a UK
headquartered global leader in proprietary test kits forlatent tuberculosis.
Advising Electra Private Equity PLC on the demerger of
TGI Fridays under new parent company Hostmore plc.
Advising Arm Limited (Arm), the UK-headquarteredmultinational semiconductor business of Japan-based
SoftBank Group and the SoftBank Vision Fund, on the
US$40bn sale of Arm to NVIDIA.
Advising AmerisourceBergen Corporation on its
US$6.47bn acquisition of Walgreens Boots Alliance’s
wholesale distribution business in Europe.
Advising Ironwood Capital on the formation of a
US$525m fund.
Advising Fortress Investment Group on establishmentof new long term incentive arrangements following ouradvice on its earlier £95m acquisition of the Majestic
Wine retail and commercial businesses in 2019.
Advising PeproTech, a leading developer andmanufacturer of recombinant proteins in its auction
and subsequent US$1.85bn sale to Thermo Fisher
Scientific.
Advising Papa John's International, Inc. on the sale of its
controlling interest in its 90-restaurant joint venturewith Blue and Silver Ventures, Ltd, an affiliate of theDallas Cowboys, to Sun Holdings.

Advising Labcorp, on its US$149m acquisition ofToxikon, a contract research organization delivering
best-in-class nonclinical testing services and on its
acquisition of Personal Genome Diagnostics Inc., aleader in cancer genomics with a portfolio ofcomprehensive liquid biopsy and tissue-basedproducts.

Awards and rankings
Ranked - Employee Benefits & Executive
Compensation, District of Columbia, Chambers USA,
2023
Tier 2 - Employee Benefits, Executive Compensation
And Retirement Plans: Transactional, Legal500 US,
2023

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