Four Decades for Justice
Partner, Executive Compensation and Benefits
Eric W. Hilfers is Head of the Executive Compensation and Benefits Department. Mr. Hilfers’ practice focuses on executive compensation and employee benefit matters faced by Cravath’s clients, principally in connection with mergers and acquisitions and other business transactions. Clients value his “expansive knowledge” and “comprehensive understanding of the business and legal challenges and opportunities” in compensation and benefits matters, leading one to affirm, “he’s not just a lawyer—I view him more as an adviser.”
Mr. Hilfers’ 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.
Mr. Hilfers has extensive experience providing executive compensation and benefits counsel in connection with M&A transactions. Notable matters include representing:
Mr. Hilfers frequently advises the independent directors, including compensation committees, of public companies such as Citigroup, General Motors, The Bank of New York and MetLife. 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 Avon, Barnes & Noble and Viatris, in preparing their proxy statement disclosures on executive compensation.
Mr. Hilfers has been repeatedly recognized as one of the country’s leading practitioners in employee benefits and executive compensation by Chambers USA, The Legal 500 US and The Best Lawyers in America. In 2019, he was named to The Legal 500 US Hall of Fame in the Employee Benefits, Executive Compensation and Retirement Plans: Transactional category. Mr. Hilfers was also cited as being one of the top 100 corporate employment attorneys in the country by HR Executive magazine and one of the nation’s top 20 employee benefits lawyers by Lawdragon magazine. He has spoken on a panel entitled “New Rules on Compensation” at “The Paradigm of Employment Law” conference, presented by the International Bar Association, 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 Compensation Task Force of CompensationStandards.com. He is a former member of the Executive Committee of the New York State Bar Association Tax Section and has served as Co‑Chair of its Employee Benefits Committee.
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.
Mr. Hilfers joined Cravath in 1998 and was elected a partner in 2005.
Mr. Hilfers’ 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.
Mr. Hilfers has extensive experience providing executive compensation and benefits counsel in connection with M&A transactions. Notable matters include representing:
Mr. Hilfers frequently advises the independent directors, including compensation committees, of public companies such as Citigroup, General Motors, The Bank of New York and MetLife. 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 Avon, Barnes & Noble and Viatris, in preparing their proxy statement disclosures on executive compensation.
Mr. Hilfers has been repeatedly recognized as one of the country’s leading practitioners in employee benefits and executive compensation by Chambers USA, The Legal 500 US and The Best Lawyers in America. In 2019, he was named to The Legal 500 US Hall of Fame in the Employee Benefits, Executive Compensation and Retirement Plans: Transactional category. Mr. Hilfers was also cited as being one of the top 100 corporate employment attorneys in the country by HR Executive magazine and one of the nation’s top 20 employee benefits lawyers by Lawdragon magazine. He has spoken on a panel entitled “New Rules on Compensation” at “The Paradigm of Employment Law” conference, presented by the International Bar Association, 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 Compensation Task Force of CompensationStandards.com. He is a former member of the Executive Committee of the New York State Bar Association Tax Section and has served as Co‑Chair of its Employee Benefits Committee.
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.
Mr. Hilfers joined Cravath in 1998 and was elected a partner in 2005.
New York State Bar Association
CompensationStandards.com
Best Lawyers in America
Chambers USA
Lawdragon
The Legal 500 Hall of Fame
The Legal 500 US
Deals & Cases
May 15, 2023
On May 15, 2023, Newcrest Mining Limited (“Newcrest”) announced it has entered into a binding scheme implementation deed with Newmont Corporation (“Newmont”), in relation to a proposal for Newmont to acquire 100% of the issued shares in Newcrest by way of a scheme of arrangement. Under the terms of the agreement, Newcrest shareholders will be entitled to receive 0.400 Newmont shares for each Newcrest share held (“Scheme Consideration”). In addition, Newcrest will be permitted to pay a franked special dividend of up to $1.10 per share on or around the implementation of the scheme of arrangement. The Scheme Consideration which would be received by Newcrest shareholders under the proposed transaction, when aggregated with the franked special dividend, represents an implied equity value of A$26.2 billion and enterprise value for Newcrest of A$28.8 billion. Cravath is representing Newcrest as U.S. counsel in connection with the transaction.
Deals & Cases
May 05, 2023
Cravath represented the initial purchasers in connection with the $2.5 billion 144A/Reg. S notes and sustainability notes offering of Mars, Incorporated, one of the world’s largest privately held, family‑owned businesses with a history of successfully building and growing market‑leading consumer brands for over 100 years. The transaction closed on April 20, 2023.
Deals & Cases
April 27, 2023
On April 27, 2023, Deutsche Börse AG, an international exchange organization and market infrastructure provider, and SimCorp A/S, which offers a front‑to‑back investment management platform and ecosystem used by asset owners and managers, entered into a binding agreement pursuant to which Deutsche Börse AG will make an all cash voluntary recommended public takeover offer to acquire all the shares (except treasury shares) in SimCorp A/S at a price of DKK 735.0 per share, adjusted for any dividends or other distributions paid by SimCorp A/S prior to completion of the offer, valuing the entire issued capital of SimCorp A/S at €3.9 billion. In parallel to the takeover of SimCorp A/S, Deutsche Börse AG intends to combine its existing data & analytics subsidiaries Qontigo and ISS under one leadership. Upon completion of the offer, the intended combination of Qontigo/ISS and SimCorp A/S will be grouped within a newly created Investment Management Solutions segment. Cravath is representing Deutsche Börse AG as U.S. counsel in connection with the transactions.
Deals & Cases
March 09, 2023
On March 8, 2023, Airspan Networks Holdings (“Airspan”), a provider of software and hardware for 5G networks and a pioneer in end‑to‑end Open RAN solutions that provide interoperability with other vendors, announced the signing of definitive agreements for the sale of Mimosa Networks, Inc. (“Mimosa”) to Radisys Corporation (“Radisys”), a wholly owned subsidiary of Jio Platforms Limited, which is a subsidiary of Reliance Industries Limited, on a debt free, cash free basis. Cravath is representing Airspan in connection with the transaction.
Deals & Cases
March 06, 2023
On March 6, 2023, LexisNexis® Risk Solutions, part of RELX, a global provider of information‑based analytics and decision tools for professional and business customers, announced it has entered into a definitive agreement to acquire Human API, a leading provider of consumer‑driven health data to life insurance and healthcare customers. Cravath is representing RELX in connection with the transaction.
Activities & Publications
April 24, 2023
On April 20, 2023, Cravath prepared a memo entitled “The Healthcare M&A Surge Is Here: What Your Compensation Committee Should Be Doing Now.” The memo outlines key human capital considerations for Boards of Directors and management of pharma and biotech companies weighing a potential M&A transaction, including strategies to retain key employees, severance protections in the event of potential synergies and strategies to manage the potential impact of 280G excise taxes.
Activities & Publications
March 03, 2023
On March 2, 2023, Cravath prepared a memo for its clients entitled “NYSE and Nasdaq Propose Clawback Listing Standards.” The memo examines the New York Stock Exchange and Nasdaq Stock Market’s proposed rules in response to the SEC’s adoption of final rules implementing the clawback provisions of the Dodd-Frank Act. The exchanges’ proposed rules establish listing standards requiring listed companies to implement a clawback policy and outline what could occur if a listed company fails to adopt or comply with its policy. In addition to summarizing these standards, the memo outlines the public comment period, and suggested next steps for affected companies.
Activities & Publications
January 12, 2023
On January 11, 2023, Cravath prepared a memo for its clients entitled “FTC Proposes Rule Banning Noncompete Clauses with Workers,” which examines the agency’s recent notice of a proposed rule banning noncompete clauses as a violation of Section 5 of the Federal Trade Commission Act. The memo outlines key takeaways from the proposed rule and recent noncompete clause enforcement actions, as well as legal issues concerning the FTC’s rulemaking authority. The memo also concludes that the FTC’s decision to ban noncompete clauses reflects the agency’s desire to expand its authority and use competition rulemaking to address labor concerns, as well as other issues.
Activities & Publications
December 28, 2022
On December 16, 2022, the American Bar Association Business Law Section’s “Business Law Today” published an article written by Cravath partners John W. White, Eric W. Hilfers, Jonathan J. Katz, Elad L. Roisman, Michael L. Arnold, Matthew J. Bobby and Amanda Gold and of counsel Kimberley S. Drexler entitled “SEC Adopts Rules for Mandatory Clawback Policies.” The article, a version of which was originally distributed as a memo to clients and other stakeholders, summarizes the Final Rules adopted by the U.S. Securities and Exchange Commission to implement the clawback provisions of the Dodd‑Frank Wall Street Reform and Consumer Protection Act of 2010. It provides an overview of the clawback policies and related disclosures companies will be required to adopt in order to comply with the Final Rules.
Activities & Publications
December 20, 2022
On December 20, 2022, Cravath distributed a memo for its clients and other stakeholders entitled “SEC Adopts Amendments to Rule 10b5-1 and Adds Insider Trading-Related Disclosures,” examining Final Rules adopted by the SEC on December 14, 2022, which add a number of new requirements to Rule 10b5-1, which was first adopted by the SEC in 2000 to provide an affirmative defense against charges of insider trading when transactions in a company’s stock are executed at times that an insider may be in possession of material non-public information. These new requirements significantly limit the availability of the affirmative defense provided by that rule to violations of Section 10(b) of the Securities Exchange Act of 1934, include new disclosure requirements and add other mandatory requests for information.
Eric W. Hilfers is Head of the Executive Compensation and Benefits Department. Mr. Hilfers’ practice focuses on executive compensation and employee benefit matters faced by Cravath’s clients, principally in connection with mergers and acquisitions and other business transactions. Clients value his “expansive knowledge” and “comprehensive understanding of the business and legal challenges and opportunities” in compensation and benefits matters, leading one to affirm, “he’s not just a lawyer—I view him more as an adviser.”
Mr. Hilfers’ 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.
Mr. Hilfers has extensive experience providing executive compensation and benefits counsel in connection with M&A transactions. Notable matters include representing:
Mr. Hilfers frequently advises the independent directors, including compensation committees, of public companies such as Citigroup, General Motors, The Bank of New York and MetLife. 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 Avon, Barnes & Noble and Viatris, in preparing their proxy statement disclosures on executive compensation.
Mr. Hilfers has been repeatedly recognized as one of the country’s leading practitioners in employee benefits and executive compensation by Chambers USA, The Legal 500 US and The Best Lawyers in America. In 2019, he was named to The Legal 500 US Hall of Fame in the Employee Benefits, Executive Compensation and Retirement Plans: Transactional category. Mr. Hilfers was also cited as being one of the top 100 corporate employment attorneys in the country by HR Executive magazine and one of the nation’s top 20 employee benefits lawyers by Lawdragon magazine. He has spoken on a panel entitled “New Rules on Compensation” at “The Paradigm of Employment Law” conference, presented by the International Bar Association, 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 Compensation Task Force of CompensationStandards.com. He is a former member of the Executive Committee of the New York State Bar Association Tax Section and has served as Co‑Chair of its Employee Benefits Committee.
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.
Mr. Hilfers joined Cravath in 1998 and was elected a partner in 2005.
Mr. Hilfers’ 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.
Mr. Hilfers has extensive experience providing executive compensation and benefits counsel in connection with M&A transactions. Notable matters include representing:
Mr. Hilfers frequently advises the independent directors, including compensation committees, of public companies such as Citigroup, General Motors, The Bank of New York and MetLife. 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 Avon, Barnes & Noble and Viatris, in preparing their proxy statement disclosures on executive compensation.
Mr. Hilfers has been repeatedly recognized as one of the country’s leading practitioners in employee benefits and executive compensation by Chambers USA, The Legal 500 US and The Best Lawyers in America. In 2019, he was named to The Legal 500 US Hall of Fame in the Employee Benefits, Executive Compensation and Retirement Plans: Transactional category. Mr. Hilfers was also cited as being one of the top 100 corporate employment attorneys in the country by HR Executive magazine and one of the nation’s top 20 employee benefits lawyers by Lawdragon magazine. He has spoken on a panel entitled “New Rules on Compensation” at “The Paradigm of Employment Law” conference, presented by the International Bar Association, 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 Compensation Task Force of CompensationStandards.com. He is a former member of the Executive Committee of the New York State Bar Association Tax Section and has served as Co‑Chair of its Employee Benefits Committee.
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.
Mr. Hilfers joined Cravath in 1998 and was elected a partner in 2005.
New York State Bar Association
CompensationStandards.com
Best Lawyers in America
Chambers USA
Lawdragon
The Legal 500 Hall of Fame
The Legal 500 US
Deals & Cases
May 15, 2023
On May 15, 2023, Newcrest Mining Limited (“Newcrest”) announced it has entered into a binding scheme implementation deed with Newmont Corporation (“Newmont”), in relation to a proposal for Newmont to acquire 100% of the issued shares in Newcrest by way of a scheme of arrangement. Under the terms of the agreement, Newcrest shareholders will be entitled to receive 0.400 Newmont shares for each Newcrest share held (“Scheme Consideration”). In addition, Newcrest will be permitted to pay a franked special dividend of up to $1.10 per share on or around the implementation of the scheme of arrangement. The Scheme Consideration which would be received by Newcrest shareholders under the proposed transaction, when aggregated with the franked special dividend, represents an implied equity value of A$26.2 billion and enterprise value for Newcrest of A$28.8 billion. Cravath is representing Newcrest as U.S. counsel in connection with the transaction.
Deals & Cases
May 05, 2023
Cravath represented the initial purchasers in connection with the $2.5 billion 144A/Reg. S notes and sustainability notes offering of Mars, Incorporated, one of the world’s largest privately held, family‑owned businesses with a history of successfully building and growing market‑leading consumer brands for over 100 years. The transaction closed on April 20, 2023.
Deals & Cases
April 27, 2023
On April 27, 2023, Deutsche Börse AG, an international exchange organization and market infrastructure provider, and SimCorp A/S, which offers a front‑to‑back investment management platform and ecosystem used by asset owners and managers, entered into a binding agreement pursuant to which Deutsche Börse AG will make an all cash voluntary recommended public takeover offer to acquire all the shares (except treasury shares) in SimCorp A/S at a price of DKK 735.0 per share, adjusted for any dividends or other distributions paid by SimCorp A/S prior to completion of the offer, valuing the entire issued capital of SimCorp A/S at €3.9 billion. In parallel to the takeover of SimCorp A/S, Deutsche Börse AG intends to combine its existing data & analytics subsidiaries Qontigo and ISS under one leadership. Upon completion of the offer, the intended combination of Qontigo/ISS and SimCorp A/S will be grouped within a newly created Investment Management Solutions segment. Cravath is representing Deutsche Börse AG as U.S. counsel in connection with the transactions.
Deals & Cases
March 09, 2023
On March 8, 2023, Airspan Networks Holdings (“Airspan”), a provider of software and hardware for 5G networks and a pioneer in end‑to‑end Open RAN solutions that provide interoperability with other vendors, announced the signing of definitive agreements for the sale of Mimosa Networks, Inc. (“Mimosa”) to Radisys Corporation (“Radisys”), a wholly owned subsidiary of Jio Platforms Limited, which is a subsidiary of Reliance Industries Limited, on a debt free, cash free basis. Cravath is representing Airspan in connection with the transaction.
Deals & Cases
March 06, 2023
On March 6, 2023, LexisNexis® Risk Solutions, part of RELX, a global provider of information‑based analytics and decision tools for professional and business customers, announced it has entered into a definitive agreement to acquire Human API, a leading provider of consumer‑driven health data to life insurance and healthcare customers. Cravath is representing RELX in connection with the transaction.
Activities & Publications
April 24, 2023
On April 20, 2023, Cravath prepared a memo entitled “The Healthcare M&A Surge Is Here: What Your Compensation Committee Should Be Doing Now.” The memo outlines key human capital considerations for Boards of Directors and management of pharma and biotech companies weighing a potential M&A transaction, including strategies to retain key employees, severance protections in the event of potential synergies and strategies to manage the potential impact of 280G excise taxes.
Activities & Publications
March 03, 2023
On March 2, 2023, Cravath prepared a memo for its clients entitled “NYSE and Nasdaq Propose Clawback Listing Standards.” The memo examines the New York Stock Exchange and Nasdaq Stock Market’s proposed rules in response to the SEC’s adoption of final rules implementing the clawback provisions of the Dodd-Frank Act. The exchanges’ proposed rules establish listing standards requiring listed companies to implement a clawback policy and outline what could occur if a listed company fails to adopt or comply with its policy. In addition to summarizing these standards, the memo outlines the public comment period, and suggested next steps for affected companies.
Activities & Publications
January 12, 2023
On January 11, 2023, Cravath prepared a memo for its clients entitled “FTC Proposes Rule Banning Noncompete Clauses with Workers,” which examines the agency’s recent notice of a proposed rule banning noncompete clauses as a violation of Section 5 of the Federal Trade Commission Act. The memo outlines key takeaways from the proposed rule and recent noncompete clause enforcement actions, as well as legal issues concerning the FTC’s rulemaking authority. The memo also concludes that the FTC’s decision to ban noncompete clauses reflects the agency’s desire to expand its authority and use competition rulemaking to address labor concerns, as well as other issues.
Activities & Publications
December 28, 2022
On December 16, 2022, the American Bar Association Business Law Section’s “Business Law Today” published an article written by Cravath partners John W. White, Eric W. Hilfers, Jonathan J. Katz, Elad L. Roisman, Michael L. Arnold, Matthew J. Bobby and Amanda Gold and of counsel Kimberley S. Drexler entitled “SEC Adopts Rules for Mandatory Clawback Policies.” The article, a version of which was originally distributed as a memo to clients and other stakeholders, summarizes the Final Rules adopted by the U.S. Securities and Exchange Commission to implement the clawback provisions of the Dodd‑Frank Wall Street Reform and Consumer Protection Act of 2010. It provides an overview of the clawback policies and related disclosures companies will be required to adopt in order to comply with the Final Rules.
Activities & Publications
December 20, 2022
On December 20, 2022, Cravath distributed a memo for its clients and other stakeholders entitled “SEC Adopts Amendments to Rule 10b5-1 and Adds Insider Trading-Related Disclosures,” examining Final Rules adopted by the SEC on December 14, 2022, which add a number of new requirements to Rule 10b5-1, which was first adopted by the SEC in 2000 to provide an affirmative defense against charges of insider trading when transactions in a company’s stock are executed at times that an insider may be in possession of material non-public information. These new requirements significantly limit the availability of the affirmative defense provided by that rule to violations of Section 10(b) of the Securities Exchange Act of 1934, include new disclosure requirements and add other mandatory requests for information.
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