Webcast: Key Legal Issues in Compensation and Benefits in M&A Transactions

January 26, 2017

​Employees are a key component to most business combinations. Without their cooperation, and preferably motivated enthusiasm, the transaction will not be as successful as it could be. In addition, employees are a big investment, and buyers need to understand how the current employer has structured those costs. Buyers also often take on large potential liabilities – assumed equity compensation awards, accrued vacation, historical compliance problems, pensions, retiree medical benefits, union retirement plans, and others. A thorough understanding of the company’s overall “human resources” (meaning the people, the costs, the programs and the level of compliance) is the foundation on which the task of addressing the key issues is built. In this webcast, Gibson Dunn experts walk you through the key legal considerations involved in facing these business issues.

Topics discussed include:

  • Keeping and motivating key employees
    • Handling of existing incentive awards: both equity and cash
    • Granting of new incentives
    • Integration of existing benefit programs
    • Negotiation of new agreements
  • Effectively transitioning excess employees
    • Handling of existing severance programs (both formal and informal)
    • Handling of transitional employees
    • Obtaining desired releases and restrictive covenants
  • Managing existing liabilities (including any existing problem areas)
    • Pension plans and retiree medical benefits
    • Multiemployer plans and other union benefits issues
    • Successor liabilities
  • Different Issues when Going Global
    • Regional differences
  • Possible Changes with a New Incoming US Administration

Who Should View This Program:

General Counsels, HR personnel, in-house employment and benefits counsel, HR consultants

View Slides [PDF]


Michael Collins is a partner in our Washington, DC office. He is Co-Chair of the Executive Compensation and Employee Benefits Practice Group. For four consecutive years, he has been ranked by Chambers & Partners USA as a leading lawyer in the area of Employee Benefits and Executive Compensation in the District of Columbia. He is also listed in 2016 edition of The Best Lawyers in America® under the category of Employee Benefits (ERISA) Law. His practice focuses on all aspects employee benefits and executive compensation. He represents both executives and companies in drafting and negotiating employment arrangements.

Stephen Fackler is a partner in the firm’s Palo Alto and New York offices and Co-Chair of Gibson Dunn’s Executive Compensation and Employee Benefits Practice Group. He has extensive experience nationwide advising public and private companies, private equity funds and boards of directors on compensation and benefits matters. He also regularly advises senior executives on their employment and severance arrangements, and directors in connection with compensation and indemnification arrangements. Mr. Fackler has been selected by Chambers and Partners as a Leading Employee Benefits Lawyer each year since 2006 in its publication “America’s Leading Business Lawyers” and as a ‘Leading US Employee Benefits and Executive Compensation Lawyer’ by The Legal 500 in its inaugural 2007 and subsequent editions. He was named among the Top 20 Most Powerful Lawyers for Employee Benefits and ERISA in Human Resource Executive magazine and Lawdragon in 2012, 2013, 2014, 2015 and 2016.

Sean Feller is a partner in our Century City office. He is a member of the firm’s Executive Compensation and Employee Benefits Practice Group. His practice focuses on all aspects executive compensation and employee benefits. His practice encompasses tax, ERISA, accounting, corporate, and securities law aspects of equity and other incentive compensation plans; qualified and nonqualified retirement and deferred compensation plans and executive employment and severance arrangements. He has been recognized by his peers as one of The Best Lawyers in America in the area of Employee Benefits (ERISA) Law. In 2016, he was ranked by Chambers USA as a Leading Lawyer in California in the area of Employee Benefits and Executive Compensation.


Jeffrey Chapman is Co-Chair of the firm’s Global Mergers and Acquisitions Practice Group. He maintains an active M&A practice representing private equity firms and public and private companies in diverse cross-border and domestic transactions in a broad range of industries. Chambers Global ranks him as one of the top 50 M&A lawyers in the United States. Law360 named him one of the nation’s top five Private Equity lawyers in 2015. Recognized for many years by Chambers USA in its most elite “Band 1” category as one of a handful of the leading corporate lawyers in Texas, Chambers singled him out in 2013 and elevated him to “Star Individual.” Mr. Chapman remains the only corporate lawyer in Texas history ever to be so designated. BTI Consulting named him to its 2016 BTI Client Service All-Stars list, one of only 37 M&A lawyers in the United States “singled out by general counsels as the best of the best, separating themselves from the pack with the ability to guide any deal and assemble the perfect teams” and “considered the cream of the crop when it came to their client service.” D CEO magazine and the Association of Corporate Growth named him the 2016 Dallas Dealmaker of the Year.