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Labor, Employment and Benefits Legal Issues When Buying and Selling Companies 2014


Speaker(s): Laurence M. Moss, Ronald E. Richman, Samuel Estreicher
Recorded on: Mar. 13, 2014
PLI Program #: 56187

Dwight D. Opperman Professor of Law, Director, Center for Labor and Employment Law & o-Director, Opperman Institute of Judicial Administration, New York University; of counsel, Schulte Roth & Zabel, in the employment and employee benefits practice group.

Samuel Estreicher has published more than a dozen books, including a forthcoming Cambridge University Press book on access to civil justice and Oxford University Press book on global labor and employment law; leading casebooks on labor law and employment discrimination and employment law; and authored more than 150 articles in professional and academic journals. After clerking for Judge Harold Leventhal of the US Court of Appeals for the DC Circuit, practice in labor law firm, and clerking for Justice Lewis F. Powell Jr. of the US Supreme Court, Estreicher joined the NYU School of Law faculty in 1978. He is the former secretary of the Labor and Employment Law Section of the American Bar Association, a former chair of the Committee on Labor and Employment Law of the Association of the Bar of the City of New York, and chief reporter of the Restatement Third of Employment Law, sponsored by the American Law Institute. In addition, he maintains an active appellate and arbitration-mediation practice.  The Labor and Employment Research Association awarded him its 2010 Susan C. Eaton Award for Outstanding Scholar-Practitioner. In recent years, Estreicher has published work in public international law and authored several briefs in the Supreme Court and US courts of appeals on international issues. In 2013, he was appointed a member of the Administrative Review Board of the Asian Development Bank in Manila, The Philippines. Estreicher received his BA from Columbia College, his MS in industrial relations from Cornell University, and his JD from Columbia Law School, where he was editor-in-chief of the Columbia Law Review.


Laurence M. Moss is a partner in the New York office, where he focuses his practice on executive compensation and employee benefits law. Larry counsels companies in connection with the employee benefits aspects of mergers and acquisitions, with an emphasis on leverage buyout transactions. Recent representations in this area include Cerberus Capital Management LP in its acquisitions of Chrysler and GMAC, and J.P. Morgan in its acquisition of Bank One. Larry also regularly advises companies and high-net-worth individuals on the design, negotiation and implementation of employment and separation arrangements, equity-based compensation plans and non-qualified retirement programs (including deferred compensation arrangements).

After receiving a Bachelor of Science in Business Administration (BSBA) degree in accounting from Bucknell University and a Certified Public Accountancy license, Larry took a position with Sony Corporation of America. He later entered Brooklyn Law School, from which he earned his J.D., and then went on to obtain an LL.M. in Taxation from New York University School of Law. Larry frequently writes on employee benefits issues, including client alerts on pension and executive compensation matters.

Selected Representations

  • Representation of Cerberus Capital Management, L.P. in connection with its acquisition of Chrysler
  • Representation of Cerberus Capital Management, L.P. in connection with its acquisition of GMAC
  • Representation of Cerberus Capital Management, L.P. in connection with its acquisition of a portion of Albertson’s Inc.
  • Representation of J.P. Morgan in connection with its acquisition of Bank One
  • Representation of AOL in connection with its merger with Time Warner
Selected Publications
  • “2008 Dollar Limits for Retirement Plans,” SRZ Client Alert, October 18, 2007 (co-author)
  • “Other Notable PPA Provisions” SRZ Employment & Employee Benefits Developments,” Fall 2006 (co-author)
  • “PPA Eases the 25 Percent Plan Asset Rule,” SRZ Employment & Employee Benefits Developments, Fall 2006 (co-author)
  • “PPA Overhauls Funding Requirements for Defined Benefit Pension Plans,” SRZ Employment & Employee Benefits Developments, Fall 2006 (co-author)
  • “PPA Validates Cash Balance and Hybrid Plans,” SRZ Employment & Employee Benefits Developments, Fall 2006 (co-author)
  • “PPA’s Comprehensive Changes for 401(k) Plans,” SRZ Employment & Employee Benefits Developments, Fall 2006 (co-author)
  • “PPA’s New Rules for Financially Troubled Multiemployer Pension Plans,” SRZ Employment & Employee Benefits Developments, Fall 2006 (co-author)
  • “Roth Contributions Permitted for 401(k) and 403(b) Plans,” SRZ Employment & Employee Benefits Developments, Fall 2006 (co-author)
  • “Multiemployer Pension Funds Can Require Participants to Demonstrate Work Performed Was in Covered Employment,” SRZ Employment & Employee Benefits Developments, Summer 2006 (co-author)
  • “New York Labor Law: Unvested Stock Options Are Not Considered Wages,” SRZ Employment & Employee Benefits Developments, Summer 2006 (co-author)
  • “Second Circuit Raises Standard for Workers Claiming Disparate Impact Under the ADEA,” SRZ Employment & Employee Benefits Developments, Summer 2006 (co-author)
  • “Supreme Court Broadens Title VII Retaliation Protections,” SRZ Employment & Employee Benefits Developments, Summer 2006 (co-author)
  • “Supreme Court Clarifies Subrogation Rights for Health Plans,” SRZ Employment & Employee Benefits Developments, Summer 2006 (co-author)
  • “Code Section 409A Update,” SRZ Client Alert, October 7, 2005 (co-author)

Selected Speaking Engagements

  • “Current Trends in Public Company Equity Incentives,” SRZ Public Company Hot Topics, New York, January 2014
  • “Compensation in the Post-Deferral Era,” McLagan's Winter Hedge Fund Roundtable, Stamford, CT, February 2010
  • “Compensation in the Post-Deferral Era,” SRZ 19th Annual Private Investment Funds Seminar, New York, January 2010

Bar Admissions

  • New York
  • New Jersey (inactive)

Education

  • New York University School of Law, LL.M., 1999
  • Brooklyn Law School, J.D., 1996
  • Bucknell University, B.S.B.A., 1990

Prior Experience

  • Counsel, Simpson Thacher & Bartlett, LLP
  • Certified Public Accountant, Sony Corporation of America


Ronald E. Richman is a partner in the New York office, co-head of the Employment & Employee Benefits Group and a member of the firm’s Executive Committee. His practice concentrates on the litigation of employment and employee benefits cases in federal and state courts throughout the United States involving trade secrets, non-competition, nonsolicit, and breach of confidentiality and breach of loyalty issues. Ron defends employee benefit plans, fiduciaries, and employers in class actions and in cases brought by individual plaintiffs. He represents employee benefit plans before the U.S. Department of Labor, the Pension Benefit Guaranty Corporation and the Internal Revenue Service in connection with novel issues of law concerning plan mergers, terminations, spin-offs, fiduciary duties and prohibited transactions, and various aspects of withdrawal liability and mass withdrawal liability. Ron also represents employers (particularly hedge and private equity funds), employees and partners with respect to executive compensation and partnership issues.

Ron is a Fellow of the American College of Employee Benefits Counsel and a member of the CPR Employment Dispute Committee of the CPR Institute for Dispute Resolution. A former adjunct professor in New York University School of Continuing Education’s Certified Employee Benefits Specialist Program, Ron frequently speaks and writes on employee benefit and employment topics of interest to the H.R. community, such as his “Tips on Complying with U.S. Department of Labor Fee Disclosure Rules,” which appeared in Human Resources 2008, Summer Edition and a presentation he gave on “Employment Litigation; Claims Against Employees” at NYU's 16th Annual Employment Law Workshop for Federal Judges. Ron has been recognized by The Best Lawyers in America as a leading labor and employment litigation attorney. He received a B.S. from the Industrial and Labor Relations School at Cornell University and a J.D. from Columbia University School of Law, where he was a Harlan Fiske Stone Scholar and the recipient of the Emil Schlesinger Labor Law Prize.

Selected Publications

  • “2014 Employment Law Updates for New York Employers,” SRZ Client Alert, Jan. 31, 2014 (co-author)
  • “Accommodations for Disabilities Under the New York City Human Rights Law,” SRZ Client Alert, Nov. 26, 2013 (co-author)
  • “Recent Employment Law Updates for New York Employers,” SRZ Client Alert, Oct. 24, 2013 (co-author)
Selected Speaking Engagements
  • “Sun Capital: What Happens Next,” National CLE Conference, Vail, CO, January 2014
  • “Employee Mobility Issues,” MFA General Counsel Forum, New York, December 2013
  • SRZ Employment & Employee Benefits Luncheon for Investment Managers, New York, December 2013
Memberships
  • CPR Employment Dispute Committee of the CPR Institute for Dispute Resolution
  • Fellow of the American College of Employee Benefits Counsel
  • Board of Directors of the Lawyers Alliance for New York (former)
Other Distinctions
  • The Best Lawyers in America
  • New York Super Lawyers
Bar Admissions
  • New York

Court Admissions

  • U.S. Supreme Court 1984
  • U.S. Court of Appeals, First Circuit 1984
  • U.S. Court of Appeals, Second Circuit 1984
  • U.S. Court of Appeals, Third Circuit 1984
  • U.S. Court of Appeals, Ninth Circuit 1984
  • U.S. District Court, Northern District of New York 1982
  • U.S. District Court, Southern District of New York 1982
  • U.S. District Court, Eastern District of New York 1982
  • U.S. District Court, Western District of New York 1982

Education

  • Columbia Law School, J.D., 1981
    • Harlan Fiske Stone Scholar
    • Emil Schlesinger Labor Law Prize
  • Cornell University, B.S., 1978

Prior Experience

  • Co-chair, Employment & ERISA Department, Chadbourne & Parke LLP

Academic

  • Adjunct Professor, New York University School of Continuing Education
  • Certified Employee Benefits Specialist Program, 1985-1990