Section 409A Handbook, Third

Erica F. Schohn is a partner in the Executive Compensation and Benefits Group at Skadden, Arps, Slate, Meagher & Flom LLP. Ms. Schohn’s practice focuses on compensation and benefits arrangements in U.S. and cross-border corporate transactions (including mergers and acquisitions, public offerings, bankruptcy reorganizations and carve-out transactions), 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.  Ms. Schohn speaks at seminars on issues relating to cross-border employee matters, data privacy, executive compensation, tax planning, and corporate governance. 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, in 2020 she was named to the Lawdragon 500 Leading 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. Regina Olshan is the global head of the Executive Compensation and Benefits Group at Skadden, Arps, Slate, Meagher & Flom LLP. Ms. Olshan has counseled on tax laws (including laws governing deferred compensation, golden parachute arrangements and deduction limitation rules), securities laws (including reporting and disclosure requirements and registration issues) and compensation-related litigation matters. In addition, Ms. Olshan regularly advises public companies, boards, private equity clients and members of management on executive compensation and benefits issues arising in the context of mergers, acquisitions, spin-offs, initial public offerings, restructurings and other extraordinary corporate events, including private equity and leveraged buyout transactions. She also regularly advises large public companies and individual senior executives on the adoption, revision, and negotiation of executive employment and severance agreements, as well as litigation and controversies involving executive compensation. Ms. Olshan speaks and writes frequently on executive compensation issues, co-chairs “Hot Issues in Executive Compensation,” an annual executive compensation conference presented by PLI, and is on the Bloomberg BNA Pensions and Benefits Advisory Board and Bloomberg BNA Compensation Planning Advisory Board. She also has been quoted in various major publications on significant executive compensation issues of the day. Ms. Olshan is ranked in the top tier in Chambers USA: America’s Leading Lawyers for Business for New York employee benefits and executive compensation and also was named as a 2019 Benefits MVP by Law360. She also is listed in The Best Lawyers in America and The Legal 500 U.S. She was named Best Lawyers’ 2017 New York City Employee Benefits (ERISA) Law Lawyer of the Year. In 2013, Chambers USA also recognized Skadden’s Executive Compensation and Benefits Group with its Award for Excellence, given annually to a select group of firms on the basis of pre-eminence in key practice areas. Ms. Olshan also was named in Lawdragon 500 Leading Lawyers in America.