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. She also counsels clients on a range of ESG-related matters.
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, L.P. in several matters, most recently in connection with its acquisitions of EveryAction from Insight Partners, and Social Solutions from Vista Equity Partners. EveryAction and Social Solutions combined with CyberGrants to form a company with an enterprise value of $2 billion, in the largest M&A transaction in the history of the social good software sector;
- Centene Corporation in its:
- $17.3 billion merger with WellCare Health Plans, Inc.; and
- $2.1 billion acquisition of Magellan Health, Inc.;
- Coty Inc. in its strategic partnerships with:
- Kylie Jenner to jointly develop her existing beauty business, with Coty acquiring a 51% ownership stake for $600 million;
- KKR & Co. Inc., including a $1 billion investment made in two tranches — totalling $750 million and $250 million — in Coty through the sale of convertible preferred shares to KKR; and
- Kim Kardashian West to develop her existing beauty business, with Coty acquiring a 20% ownership stake for $200 million;
- Devon Energy Corporation in its merger-of-equals with WPX Energy, Inc. at an enterprise value of $12 billion;
- Duck Creek Technologies, Inc., a portfolio company of Apax Partners L.P., in its $473 million initial public offering of common stock;
- Embraer S.A. in the $4.2 billion sale of an 80% stake in its commercial aircraft and services business to The Boeing Company. Embraer also entered into a separate joint venture to promote and develop new markets for Embraer’s military transport aircraft. This transaction was named Impact Deal of the Year at the International Tax Review Americas Awards;
- Embraer S.A. and its subsidiary, Embraer Aircraft Holding, Inc., in UAM, LLC’s (d/b/a Eve) merger with Zanite Acquisition Corp. at an equity value of $2.9 billion. As a result of the merger, UAM became a publicly traded company;
- eToro Group Ltd. in its merger with FinTech Acquisition Corp. V for an entity value of $10.4 billion. At the time of the deal’s completion, this transaction was the fintech sector’s largest-ever de-SPAC transaction;
- the founders and controlling stockholders of Asklepios BioPharmaceuticals, Inc. (AskBio) in the sale of AskBio to Bayer AG for $2 billion upfront and up to $2 billion in contingent consideration upon the achievement of certain milestones;
- Highbridge Capital Management, LLC in the launch of its newly formed subsidiary Currax Holdings USA LLC and in Currax Holdings’ acquisition of substantially all of the assets of Pernix Therapeutics Holdings, Inc. Highbridge served as stalking horse bidder and debtor-in-possession lender in Pernix’s Chapter 11 bankruptcy cases;
- Highline Management Inc. in connection with the $880 million out-of-court sale of substantially all of the assets of Prime Automotive Group to Group 1 Automotive, Inc.;
- JAB Holding Company in:
- its $7.5 billion acquisition of Panera Bread Company; and
- Independence Pet Holdings’ $265 million acquisition of Independence American Insurance Company and an 85% stake in PetPartners, Inc.;
- Janus Capital Group, Inc. in its merger-of-equals with Henderson Group plc to form a new company called Janus Henderson Global Investors plc;
- Keurig Green Mountain, Inc. in its $18.7 billion acquisition of Dr Pepper Snapple Group, Inc. The combined company is called Keurig Dr Pepper;
- Krispy Kreme, Inc. in its $500 million initial public offering of common stock;
- Nasdaq, Inc. in the spin-off of its private market trading platform to create a joint venture with SVB Financial Group, Citigroup, Inc., The Goldman Sachs Group, Inc. and Morgan Stanley;
- S&P Global Inc. in connection with its IT outsourcing agreements;
- Southwestern Energy Company in its $2.7 billion acquisition of Indigo Natural Resources, LLC;
- Veritas Capital in the $3 billion acquisition of Cubic Corporation;
- Veritas Capital and its portfolio company Abaco Systems, Inc. in Abaco’s $1.35 billion acquisition by AMETEK, Inc.; and
- Waldencast Acquisition Corp. in its three-way merger with Obagi and Milk Makeup at an enterprise value of $1.2 billion.
Ms. Schohn is the author and editor of the Section 409A Handbook, published by Bloomberg BNA, and speaks at seminars on issues relating to cross-border employee matters, data privacy, executive compensation, tax planning and corporate governance. In recognition of her work, she was named a 2021 Employment Law Trailblazer by The National Law Journal. Ms. Schohn also has repeatedly been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business, was named as a Benefits MVP in 2020 and a Rising Star in 2018 by Law360, and has been named to The Legal 500 U.S. Additionally, she has repeatedly been named to the Lawdragon 500 Leading U.S. Corporate Employment Lawyers guide. She also is a member of the Skadden team that was named a Law360 Benefits Group of the Year for 2020 and 2019. Ms. Schohn also was named as a 2017 BTI Client Service All-Star for providing outstanding client service.
Ms. Schohn is the founder of Connections, a group of employment and benefits lawyers from more than 30 countries on six continents who meet regularly to educate each other on global employment issues and speak at seminars on changes in laws relevant to multinational companies.