Partner, Skadden, Arps, Slate, Meagher & Flom LLP
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:
- Pfizer Inc. in the $11.9 billion divestiture of Pfizer Nutrition to Nestlé S.A.;
- Anheuser-Busch InBev in its $20.1 billion acquisition of the remaining stake of Grupo Modelo, S.A.B. de C.V. that it does not already own and in its $52 billion acquisition by InBev N.V., which was named “U.S. M&A Deal of the Year” for 2008 at the Financial Times and merger market M&A Awards Americas;
- Medtronic, Inc. in its $487 million sale of Physio-Control, Inc. to affiliates of Bain Capital, LLC;
- Endo Health Solutions Inc. in its $2.9 billion acquisition of American Medical Systems Holdings Inc.;
- Valeant Pharmaceuticals International, Inc. in its $3.5 billion merger with Biovail Corporation. This merger was named “Healthcare Industry Deal of the Year” for 2010 by The Globe and Mail;
- Citigroup Inc. and its then wholly owned subsidiary, Primerica, in the $230 million sale of common stock and warrants of Primerica to Warburg Pincus LLC. Ms. Schohn also represented Citigroup and Primerica in Primerica’s $368 million initial public offering of common stock;
- advisory work on compensation, benefits, securities and tax-related matters for public and private companies including, among others, Devon Energy Corporation; Endo Health Solutions Inc.; Janus Capital Group; Mylan Inc.; Travelport and Valeant Pharmaceuticals International, Inc.; and
- the acquisition and divestiture of portfolio companies, including the negotiation and drafting of management investment and equity compensation arrangements, for private equity firms including, among others, Apax Partners, Permira and Veritas Capital.
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.
Bar Admissions
New York
Education
J.D., Duke University School of Law, 2003 (magna cum laude)
B.A., Pennsylvania State University, 2000 (high honors)
Authorships
"A Translation of IRS Policy on Health Insurance Issuers," Law360, May 3, 2013
"Inside the ISS Policy Updates For 2013," Law360, November 27, 2012
"Lessons Learned From the 2012 Proxy Season," The Harvard Law School Forum on Corporate Governance and Financial Regulation, October 18, 2012
"Lessons Learned So Far During the 2012 Proxy Season," The Harvard Law School Forum on Corporate Governance and Financial Regulation, July 12, 2012
"Section 409A and Releases of Claims," BNA, Inc., January 31, 2011
"Expert Q&A on Correcting Section 409A Documentary Violations," Practical Law The Journal, October 2010
"Alternatives for Reducing 2011 Individual Tax Burden Limited by Section 409A of the Internal Revenue Code; Some Options Remain Available," Tax Management Weekly Report, August 16, 2010
Co-author, Section 409A Handbook, published by BNA Books