Eric W. Hilfers is a partner and head of Cravath’s Executive Compensation and Benefits Department. His practice focuses on executive compensation and employee benefit matters faced by the Firm’s clients, principally in connection with mergers and acquisitions and other business transactions.
These representations include the hiring (and termination) of chief executives and other officers; the design and implementation of compensation programs; the crafting of public disclosures regarding executive pay; and the management of the many legal and regulatory concerns generated by compensation practices, such as securities law, tax, ERISA and financial accounting.
Recent mergers and acquisitions transactions include representing:
- The Special Committee of J.Crew Group, Inc., in connection with J.Crew Group, Inc.’s definitive agreement to be acquired by funds affiliated with TPG Capital and Leonard Green & Partners, L.P. for $43.50 per share in cash, or approximately $3 billion.
- Burlington Northern Santa Fe Corporation (“BNSF”) in connection with Berkshire Hathaway, Inc.’s $44 billion acquisition of BNSF, including $10 billion of outstanding BNSF debt. This is the largest acquisition in Berkshire Hathaway history.
- Johnson & Johnson in connection with its agreement to acquire, through an affiliate, all outstanding equity of Crucell N.V. that it does not already own for approximately €1.75 billion, or €24.75 per share, in a recommended cash tender offer.
- The Pepsi Bottling Group, Inc. (“PBG”) in connection with the unsolicited offer by PepsiCo Inc. to acquire all of the stock of PBG that PepsiCo did not already own and in connection with the subsequent agreement between PBG and PepsiCo pursuant to which PepsiCo paid cash and stock valued at $5.7 billion for that PBG stock. The combined value of the transactions was $7.8 billion.
Mr. Hilfers frequently advises the independent directors, including compensation committees, of public companies such as Citigroup, General Motors, The Bank of New York, MetLife and Wachovia. He recently represented the compensation committee of Merrill Lynch in connection with the separation of its chief executive officer and resulting Congressional investigation over severance practices, its merger with Bank of America and subsequent Attorney General and Congressional investigations. He has also assisted a variety of clients, including Burlington Northern Santa Fe, Home Depot and United Airlines, in preparing their proxy statement disclosures on executive compensation.
Mr. Hilfers was recently cited as being one of the top 100 corporate employment attorneys in the country by HR Executive magazine and one of the country’s leading young practitioners by Lawdragon magazine. In 2011, he was recognized by Chambers USA: America’s Leading Lawyers for Business for his work in the employee benefits and executive compensation area. In 2010 and 2011, he was recognized by The Legal 500 for his work in the employee benefits and executive compensation area. Mr. Hilfers spoke at the Practising Law Institute’s executive compensation program on “The Effect of Legislative Activism on Compensation Practices.” He also recently spoke on the executive compensation proxy disclosure rules at a Bloomberg Securities Law Symposium and on the taxation of executive compensation at the Penn State M&A Tax Institute conference.
Mr. Hilfers is currently a member of the Executive Committee of the New York State Bar Association Tax Section and a Co-Chair of its Employee Benefits Committee. He is also a member of the Executive Compensation Task Force of CompensationStandards.com.
Mr. Hilfers was born in Olivia, Minnesota. He received an A.B. from Princeton University in 1995 and a J.D. with honors from the University of Chicago Law School in 1998, where he was a member of the University of Chicago Legal Forum. He joined Cravath in 1998 and became a partner in 2006.
Mr. Hilfers may be reached by phone at 212-474-1352 or by email at ehilfers@cravath.com.