Neil M. Leff’s practice emphasizes executive compensation and other benefits matters, particularly in the context of mergers and acquisitions, public offerings, bankruptcy reorganizations, spin-offs and other corporate restructurings.


Both in the transactional context and otherwise, Mr. Leff regularly counsels a broad range of clients, including large public companies, on matters relating to tax planning, securities laws and corporate governance, with emphasis on tax planning with respect to the treatment of deferred compensation arrangements, the excise tax applicable to so-called “golden parachute payments” and the limitations applicable to the tax deductibility of executive compensation, and securities law aspects of executive compensation including the SEC rules governing disclosure of executive compensation and recapture of so-called “short swing profits” under Section 16 of the Securities Exchange Act of 1934. Mr. Leff also has advised clients with respect to the application of the special executive compensation rules applicable to companies that have received government assistance under the Troubled Asset Relief Program (TARP).

Mr. Leff repeatedly has been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business and The Best Lawyers in America.

Representations have included:

  • The Bank of N.T. Butterfield & Son Limited, Bermuda’s largest independent bank, in its exempt offering of US$200 million of its 8% noncumulative perpetual limited voting preference shares;
  • Centennial Communications Corp. in its approximately $944 million acquisition by AT&T Inc.;
  • Circuit City Stores, Inc. in its Chapter 11 bankruptcy, including a $1.1 billion debtor-in-possession financing and its approximately $1 billion liquidation;
  • Citigroup Inc. in:
    • the US$900 million sale of its subsidiary, CitiStreet, LLC (a 50/50 joint venture between Citigroup and State Street Corporation), to ING Groep N.V.;

    • its proposed, but terminated, acquisition of the banking subsidiaries of Wachovia Corporation;     
    • its sale of $25 billion of preferred stock and warrants to the U.S. Treasury under TARP and the Capital Purchase Plan initiative in which the U.S. Treasury injected $250 billion of capital into U.S. banks;its $512 million sale of Citigroup Global Services Limited (a business process outsourcing unit based in India) to Tata Consultancy Services Limited; and
    • its agreement with First Data Corporation, a technology and payments processing provider, to provide outsourcing services supporting Citigroup’s U.S. receivables business;

  • CME Group Inc. in its $9.5 billion acquisition of NYMEX Holdings, Inc., the parent company of the New York Mercantile Exchange, Inc.;
  • The Coca-Cola Company in its acquisition of a 40 percent stake in Honest Tea, Inc.;
  • Conseco, Inc. in its transfer of the stock of Conseco Senior Health Insurance Company to Senior Health Care Oversight Trust;
  • Delphi Corporation, a world leader in mobile electronics and transportation components and systems technology, as lead counsel in its Chapter 11 business reorganization;
  • Deutsche Bank AG in its acquisition of HedgeWorks, LLC, a hedge fund administrator;
  • Hughes Telematics, Inc., a provider of telecommunications systems for automobiles (and a portfolio company of affiliates of Apollo Management L.P.), in its acquisition by Polaris Acquisition Corporation, a special purpose acquisition company;
  • IAG Research, Inc. (a provider of television advertising evaluation services to test the effectiveness of commercials) in its $225 million acquisition by The Nielsen Company B.V.;
  • National Grid USA, a distributor of electricity and natural gas, in its $2.9 billion divesture of Ravenswood Generating Station to TransCanada Corporation;
  • Northern Trust Corporation in its sale of $1.5 billion of preferred stock and warrants to the U.S. Treasury under TARP;
  • SkyTerra Communications, Inc. (an owner of satellite and telecommunications companies) and the special committee of the board of directors of SkyTerra in its proposed business combination with Inmarsat plc, a telecommunications provider;
  • TCF Financial Corporation in its receipt of TARP funds; and
  • Vantiv in its $12 billion merger with Worldpay.



  • J.D., New York University, 1980 (Member, Annual Survey of American Law)
  • B.A., Brooklyn College of the City University of New York, 1977


  • New York

Neil M. Leff

Partner, Executive Compensation and Benefits