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Eric W. Hilfers

Partner, Executive Compensation and Benefits

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 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:

  • Rock‑Tenn Company in its pending $16 billion combination with MeadWestvaco Corporation.
  • Integrys Energy Group, Inc. in its pending $9.1 billion acquisition by Wisconsin Energy Corporation.
  • Life Technologies Corporation in its $15.8 billion sale to Thermo Fisher Scientific Inc.
  • Johnson & Johnson in its acquisition of Synthes, Inc., a premier global manufacturer of orthopaedic devices, for $19.7 billion. This was the largest acquisition in Johnson & Johnson’s 125‑year history. Synthes and DePuy, a Johnson & Johnson company, now comprises the largest business in Johnson & Johnson’s Medical Devices and Diagnostics segment.
  • Burlington Northern Santa Fe Corporation (“BNSF”) in Berkshire Hathaway, Inc.’s $44 billion acquisition of BNSF, including $10 billion of outstanding BNSF debt. This was the largest acquisition in Berkshire Hathaway history.

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 has been recognized as one of the country’s leading practitioners in employee benefits and executive compensation by Chambers USA: America’s Leading Lawyers for Business from 2011 through 2014; The Legal 500 from 2010 through 2014; and The Best Lawyers in America from 2013 through 2015. He was also 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. Mr. Hilfers recently spoke on a panel entitled “New Rules on Compensation” at the International Bar Association conference, “The Paradigm of Employment Law,” and at the Practising Law Institute’s executive compensation program on “The Effect of Legislative Activism on Compensation Practices.”

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

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 +1‑212‑474‑1352 or by email at

+1 (212) 474-1352
+1 (212) 474-3700