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:
- 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);
- Becton, Dickinson and Company in its $12.2 billion acquisition of CareFusion Corporation. Both companies are manufacturers of health care products;
- Endo Health Solutions Inc. in its $1.6 billion acquisition of Paladin Labs Inc. and its relocation to Ireland;
- Endo International plc (Ireland) in the $1.65 billion sale of American Medical Systems Holdings Inc.’s men’s and prostate health business to Boston Scientific Corporation;
- JGWPT Holdings, Inc. (a portfolio company of JLL Partners), the holding company for J.G. Wentworth and Peachtree Financial Solutions, in its $137 million initial public offering of Class A common stock and listing on the New York Stock Exchange;
- Medtronic in executive compensation matters related to its $50 billion merger with Covidien;
- National Financial Partners Corp. in its $1.3 billion acquisition by Madison Dearborn Partners, LLC;
- NextEra Energy Partners, LP, a growth-oriented limited partnership formed by NextEra Energy, Inc. to own and operate clean energy projects, in its $467 million initial public offering of common units representing limited partner interests;
- NPS Pharmaceuticals, Inc. in its $5.2 billion acquisition by Shire plc (Ireland);
- 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, a private equity firm, in its acquisition of PlayCore, a manufacturer of swing sets and playground equipment and Hollander Home Fashions Holdings, a manufacturer of bedding products;
- 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. Ms. Schohn also was selected for inclusion in Chambers USA: America’s Leading Lawyers for Business 2015. She is a member of the Skadden team that was recognized by Chambers USA in 2013 with its Award for Excellence, given annually to a select group of firms on the basis of pre-eminence in key practice areas.
J.D., Duke University School of Law, 2003 (magna cum laude)
B.A., Pennsylvania State University, 2000 (high honors)