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Practice Overview

Executive Compensation and Benefits

Cravath’s Executive Compensation and Benefits Department advises U.S. and multinational clients in all aspects of compensation and benefits. Executive compensation and employee benefit issues are central concerns in most corporate transactions. These issues include senior executive employment arrangements, stock options and other equity compensation, golden parachute plans and pension plans. Cravath has been recognized as a leading law firm in the executive compensation and employee benefits arena by Chambers USA, The Legal 500 United States and U.S. News‑Best Lawyers “Best Law Firms.”

The compensation and benefit matters that arise in merger and acquisition transactions are the primary focus of the Department. In those transactions, our lawyers often analyze the legal and financial risks associated with compensation and benefit arrangements, negotiate key terms of acquisition agreements and develop succession arrangements and other new compensation and benefit plans. According to the 2018 edition of Chambers USA, clients praise the team for its “great mix of business and legal understanding and capabilities, and collaborative problem-solving around business and legal issues.”

In addition to our transactional experience, we advise the Firm’s clients concerning the complexities of their ongoing compensation and benefits practices and assist them in navigating the interrelated securities law, disclosure, corporate governance, tax, ERISA and accounting issues that often arise. We help many of our clients prepare the executive compensation disclosure in the annual proxy statement, including the CD&A, tables and any management compensation proposals (such as say-on-pay and approval of new equity compensation plans). In addition, we counsel our clients on the increasingly important issue of investor relations, including the management of relations with ISS. We are also frequently asked to represent CEOs and other senior executives and corporate clients in crafting individual employment and severance agreements.