Executive Compensation and Benefits
Erica Schohn’s practice focuses on compensation and benefits arrangements in U.S. and cross-border corporate transactions (including mergers and acquisitions, public offerings and bankruptcy reorganizations), the negotiation of executive employment and severance arrangements, and the drafting and implementation of equity and other compensation programs.
Ms. Schohn frequently advises clients on the U.S. Securities and Exchange Commission (SEC) rules governing executive compensation disclosure and corporate governance matters relating to compensation practices. As part of this practice, Ms. Schohn is a member of panels and committees comprised of leading government and private- and public-company governance professionals, and she speaks regularly with representatives from the SEC, stock exchanges, institutional investor groups and proxy advisory firms on the latest issues in corporate governance.
Ms. Schohn also regularly advises clients regarding tax planning with respect to compliance with Internal Revenue Code Section 409A and the tax rules relating to deferred compensation, the excise tax on excess parachute payments, and limits on the deductibility of executive compensation.
Her experience includes representing companies, private equity funds and individuals in, among others, the pharmaceutical, medical supply, financial, energy, entertainment and travel industries.
Selected representative work experience for Ms. Schohn includes:
- Anheuser-Busch InBev in its $20.1 billion acquisition of the remaining stake of Grupo Modelo, S.A.B. de C.V. that it did not already own and in its $52 billion acquisition by InBev N.V., which was named “U.S. M&A Deal of the Year” for 2008 at the Financial Times and mergermarket M&A Awards Americas;
- Apax Partners LLP (United Kingdom) in the sale of a majority stake in Advantage Sales & Marketing LLC to affiliates of private equity firm Leonard Green & Partners, L.P. and funds advised by CVC Capital Partners Limited (United Kingdom);
- Auxilium Pharmaceuticals Inc. in its acquisition of QLT Inc. (Canada);
- Citigroup Inc. and its then wholly owned subsidiary, Primerica, in the $230 million sale of common stock and warrants of Primerica to Warburg Pincus LLC. Ms. Schohn also represented Citigroup and Primerica in Primerica’s $368 million initial public offering of common stock;
- Endo Health Solutions Inc. in its $1.6 billion acquisition of Paladin Labs Inc. and its relocation to Ireland;
- National Financial Partners Corp. in its $1.3 billion acquisition by Madison Dearborn Partners, LLC;
- Pfizer Inc. in the $11.9 billion divestiture of Pfizer Nutrition to Nestlé S.A.;
- Sensata Technologies Holding N.V. (the Netherlands) in the $1 billion acquisition by its wholly owned indirect subsidiary Sensata Technologies B.V. of Schrader International, Inc. from Madison Dearborn Partners;
- Sentinel Capital Partners, LLC in its acquisition of PlayCore, Inc.;
- Valeant Pharmaceuticals International, Inc. in its $8.7 billion acquisition of Bausch & Lomb Holdings Incorporated; and
- Veritas Capital in the $381 million acquisition of Anaren, Inc. by an affiliate of The Veritas Capital Fund IV, L.P.
Ms. Schohn also has provided advisory work on compensation, benefits, securities and tax-related matters for public and private companies including, among others, Endo Health Solutions Inc.; Janus Capital Group; Medtronic Inc.; Realogy and Valeant Pharmaceuticals International, Inc.
Ms. Schohn is the author and editor of the Section 409A Handbook, published by Bloomberg BNA, and speaks at seminars on issues relating to executive compensation, tax planning and corporate governance.
J.D., Duke University School of Law, 2003 (magna cum laude)
B.A., Pennsylvania State University, 2000 (high honors)