Berit R. Freeman
Executive Compensation and Benefits
Berit Freeman’s practice emphasizes executive compensation, equity and employee benefits and related taxation, and corporate governance matters. She regularly advises major public companies on executive compensation and benefits arrangements in the context of mergers and acquisitions, public offerings and other corporate structurings.
Ms. Freeman also has advised numerous clients regarding tax planning with respect to the excise tax on excess parachute payments, compliance with Internal Revenue Code Section 409A and the tax planning with respect to deferred compensation, the SEC rules governing executive compensation disclosure and reporting, and limits on the deductibility of executive compensation. Ms. Freeman has represented a number of clients in connection with the negotiation of employment and change-in-control agreements with chief executive and other senior officers.
Her representations have included:
- Tumi Holdings, Inc. (a portfolio company of Doughty Hanson & Co) in its $389 million initial public offering of common stock;
- FBL Financial Group, Inc. in the $440 million sale of its subsidiary, EquiTrust Life Insurance Company, to affiliates of Guggenheim Partners, LLC;
- Landis+Gyr (Switzerland) in the $2.3 billion acquisition by Toshiba Corporation;
- Manulife Financial Corporation (Canada) in the sale of its Life Retrocession business to Pacific Life Insurance;
- the U.S. Department of Energy in its guarantee of approximately $1.24 billion of federal loans to High Plains Ranch II, LLC (a subsidiary of NRG Energy Inc.) for the construction of the California Valley Solar Ranch project, a 250MW solar photovoltaic electricity generation facility, located in San Luis Obispo County, California;
- Burger King Holdings, Inc. in its approximately $4 billion acquisition by 3G Capital Management, a private equity firm backed by Brazilian investors. This deal was named 2010 “Private Equity Deal of the Year” by Investment Dealers’ Digest, International Financial Law Review and The Deal; and
- Chattem, Inc. in its approximately $1.9 billion acquisition by sanofi-aventis.
J.D., Columbia University School of Law, 1990
B.A., Columbia University, Barnard College, 1986