Overview
Manatt’s Executive Compensation and Employee Benefits practice provides advice and services on a broad range of matters. Given the complex and interdisciplinary nature of the laws and regulations governing executive compensation and employee benefits (including tax laws, securities laws and exchange listing rules, ERISA, and other health and welfare regulations), the counsel of knowledgeable and experienced professionals is critical to any business. Manatt’s attorneys possess both the deep subject matter knowledge and the sophisticated experience necessary to provide best-in-class services in these areas.
Corporate Transactions
Our attorneys play an integral role in a wide variety of business transactions, from entity formation to mergers and acquisitions, including private equity and capital markets transactions. The Manatt Executive Compensation and Employee Benefits attorneys work closely with the Firm’s Tax attorneys, taking a fully integrated approach as a means to maximize the tax efficiency of the initial delivery, exit and continuation of executive incentives and employee benefit programs post transaction.
Executive Compensation
Our attorneys provide executive compensation advice on a range of issues from the tax-efficient delivery of executive remuneration to public company disclosures, including advising on and preparing Form 8-Ks, CD&As, say on pay and pay versus performance disclosures, and everything in between. We represent boards of directors and compensation committees, senior executives, business entities, private equity funds, hedge funds and other investment vehicles. We have extensive experience designing and advising on executive compensation arrangements such as equity- and non-equity-based incentive plans, annual bonus programs, non-qualified deferred compensation plans, severance and change-in-control arrangements, and executive employment agreements, including the more exotic programs such as split-dollar life insurance arrangements. Our attorneys also have compensation consulting experience, including compensation benchmarking, analytics and advising on market pay trends, experience not typically found at a national law firm.
Employee Benefits
Our attorneys have extensive experience advising employers, plan sponsors, plan fiduciaries and plan trustees in connection with all aspects of qualified retirement plans and health and welfare benefits in the context of single, multiple and multi-employer plans. We serve as regular advisers to Taft-Hartley boards of trustees with respect to their investment oversight and administration of collectively bargained plans.
We have assisted numerous clients with benefit plans that have been discovered to be operating out of compliance by filing plan corrections with the Internal Revenue Service (IRS) through the Employee Plans Compliance Resolution System and with the Department of Labor (DOL) through its Voluntary Fiduciary Correction Program. We also have extensive experience representing clients whose plans are being investigated for compliance by the IRS and the DOL.
Experience
- Represented an Illinois-based merchant acquirer in the sale of a portfolio to a publicly traded New York-based company.
- Represented ConnectWise, Inc. in its sale to Thoma Bravo for approximately $1.2 billion.
- Closed the sale of Connecticut based E.A. Patten Co. to Consolidated Aerospace Manufacturing, a portfolio company of Tinicum L.P E.A. Patten is a leading supplier of jet engine components and tube assemblies to Pratt & Whitney.
- Represented Estenson Logistics in its $306 million acquisition by the Hub Group, one of the nation’s leading freight transportation management companies.
- Represented a manufacturer of turbine engine components in the sale of its business to a New York-based private equity firm.
- Represented Francisco Partners in majority investment in Kobalt Music
- Represented large health insurance provider client in multi-year long investigation by the Department of Labor.
- Represented Blue Box Toys, a Hong Kong-based toy company, in connection with its acquisition of a California-based toy and infant products company.
- Advised Draper Fisher Jurvetson regarding income tax and ERISA investor issues in the formation and fundraising of its Fund X, closed with $350 million in capital commitments.
- Represented Heritage Oaks Bancorp and its wholly owned subsidiary bank, Heritage Oaks Bank, in the acquisition by merger of Mission Community Bank, a wholly owned subsidiary of Mission Community Bancorp.
- Represented the CEO and COO of Novellus Systems in connection with the $3.3 billion acquisition of Novellus Systems by Lam Research, with regard to the structure and negotiation of their compensation arrangements with Novellus and Lam.
- Represented UCSF Medical Center in the completion of its acquisition of Children’s Hospital & Research Center of Oakland, involving both governmental and nonprofit entity employee benefit programs.
- Represented SunWize Technologies, Inc. in its acquisition of Genself Corporation, one of the largest installers of PV solar electric power systems in Southern California.
- Represented executives of Communications & Power Industries with respect to parachute payment and other executive compensation issues in connection with CPI’s acquisition by Veritas.
- Represented MANN+HUMMEL GmbH, a German filtration solutions business, in its acquisition of sole ownership of Purolator Filters NA LLC, a manufacturer of oil, air, fuel and cabin filters for light- and heavy-duty vehicles.
- Advised New Atlantic Ventures regarding income tax and ERISA investor issues in the formation of its New Atlantic Venture Fund IV LP.
