Alessandra K. Murata
Executive Compensation and Benefits
Alessandra Murata advises public and private companies, boards, private equity clients, asset managers and members of management on executive compensation and benefits issues arising in the context of mergers, acquisitions, initial public offerings and other extraordinary corporate events, including private equity and leveraged buyout transactions.
Ms. Murata also regularly advises public and private companies, executive management teams and individual executives on the adoption, revision and negotiation of executive employment and severance arrangements.
In addition, she advises clients regarding the design, implementation and restructuring of equity compensation arrangements for corporations and partnerships in the context of private equity transactions, compliance with tax rules relating to deferred compensation, tax planning with respect to the excise tax on excess parachute payments, limits on the deductibility of executive compensation, and the SEC rules governing executive compensation disclosure and reporting.
Ms. Murata writes and speaks frequently on issues important to her clients. Among numerous other publications, she is the author of the partnerships chapter in the Section 409A Treatise and a key contributor to Skadden’s annual Compensation Committee Handbook.
Her representations include handling executive compensation matters in the following transactions:
- XTO Energy Inc. in its $41 billion stock-for-stock merger with Exxon Mobil Corporation;
- BlackRock in its $13.5 billion acquisition of the Barclays Global Investors business from Barclays;
- Wisconsin Energy Corp. in its $9.1 billion acquisition of Integrys Energy Group, Inc.;
- LSI Corporation in its $6.6 billion acquisition by Avago Technologies Limited;
- Express Scripts, Inc. in its $4.7 billion acquisition of WellPoint Inc.’s NextRx subsidiaries;
- Foundation Coal Holdings Inc. in its $2 billion stock-for-stock merger with Alpha Natural Resources Inc.;
- Pacific Century Group in its $500 million acquisition of a portion of American International Group’s investment advisory and asset management business;
- China Huaxin Post and Telecommunications Economy Development Centre in its $362 million acquisition of the Enterprise business of Alcatel-Lucent S.A.;
- Baidu, Inc. in its $123 million acquisition of the remaining 41 percent stake it did not already own in Nuomi Holdings Inc. from Renren Inc.; and
- Green Bancorp, Inc. in its $46 million acquisition of SP Bancorp, Inc.
Ms. Murata’s private equity representations include:
- Freescale Semiconductor, Ltd. and a private equity consortium including The Blackstone Group L.P., The Carlyle Group LP, Permira Funds and TPG Capital, L.P. in Freescale’s $11.8 billion acquisition by NXP Semiconductors NV;
- TPG Capital, L.P. in its $1.5 billion acquisition of The Warranty Group, Inc.;
- Permira Funds in its $1.1 billion sale of its portfolio company, Renaissance Learning Inc., to Hellman & Friedman LLC, a private equity firm;
- a consortium consisting of WL Ross & Co., The Blackstone Group, The Carlyle Group, Centerbridge Capital Partners, other investors and a management team led by John Kanas, in their $900 million acquisition of the banking operations of BankUnited, FSB in an auction by the Federal Deposit Insurance Corporation, as receiver;
- Digital River, Inc. in its $840 million acquisition by an investor group led by Siris Capital Group, LLC, a private equity firm;
- Castle Harlan, Inc. in its $400 million acquisition of Tensar Corporation;
- Green Bancorp, Inc. (owned by Friedman Fleischer & Lowe LLC, Harvest Partners, LP and Pine Brook Road Partners, LLC), the holding company for Green Bank, N.A., in its $80 million initial public offering of common stock;
- IPS Corporation, a portfolio company of Calera Capital, in its acquisition by Nautic Partners, LLC;
- Calera Capital in its acquisition of United Site Services Inc.; and
- the senior management team of SkillSoft Limited in its acquisition by Pointwell Limited.
LL.M., New York University School of Law, 2000
J.D., University of Michigan Law School, 1999
B.S., Cornell University, 1996