FacultyFaculty/Author Profile
Edward J. Rayner

Edward J. Rayner

Pryor Cashman LLP

New York, NY, USA

Edward J. Rayner is a Partner and is Chairman of the Executive Compensation, ERISA and Employee Benefits Group. Ed’s practice encompasses all aspects of executive compensation, employment and severance arrangements, pension plan investments and employee benefits.

Ed has extensive experience negotiating, designing and implementing employment agreements and severance agreements for CEOs, chairpersons and senior executives of public and private corporations, both domestic and foreign. Ed has represented a large number of clients in leveraged and management buyouts, including many of the most prominent buyout firms, as well as management teams and individual senior executives. As a result of these transactions, Ed has acquired exceptional expertise dealing with the issues arising from using stock in privately-held companies in connection with compensation arrangements.

In addition, Ed also regularly represents financial professionals, such as bankers, asset managers, hedge funds and various other professionals in connection with employment, severance, partnership and other compensation arrangements. 

Ed is a nationally recognized expert on the issues relating to managing pension plan assets and dealing with counterparties that are subject to ERISA. He has regularly advised clients on all aspects of ERISA’s fiduciary responsibility rules and has a great deal of experience advising both financial institutions, such as banks and insurance companies, as well as various hedge and private equity funds on these rules. Ed’s experience in this area includes the following matters:

  • Advising financial institutions on ISDA transactions and various other transactions with pension plans and other entities subject to ERISA
  • Setting up “plan asset” funds and establishing investment procedures for such funds to comply with ERISA's fiduciary obligations
  • Structuring funds and other vehicles to avoid plan asset status by remaining below the 25% threshold
  • Using the Venture Capital Operating Company/Real Estate Operating Company exemptions under the plan asset regulation and structuring the prospective investments by funds to comply with those exemptions
  • Structuring certain corporate and structured finance vehicles to comply with ERISA's requirements
  • Representing both borrowers and lenders, including banks and insurance companies, with respect to ERISA provisions in credit and other lending arrangements

Ed has also represented clients in all kinds of acquisitions and divestitures in connection with ERISA and executive compensation, including mergers, sales of assets, tender offers, spinoffs, split-offs, reorganizations and other transactions. Many of these transactions were large multi-billion dollar transactions.

Ed is a frequent ERISA speaker at prominent conferences, including PLI, NYSBA, Institutional Investor and West Legalworks. He is frequently called upon by the press to comment upon executive compensation, ERISA and employee benefits matters. To read samples of such press coverage, please click here.   

Previous Positions

Katten Muchin Rosenman LLP, Partner (2006-10)

Tannenbaum Helpern Syracuse & Hirschtritt LLP, Partner (2005-06)

Milbank, Tweed, Hadley & McCloy LLP, Associate (1999-2004)

Simpson Thacher & Bartlett LLP, Associate (1995-99)

Winston & Strawn LLP, Associate (1991-93) 


  • Named by The Best Lawyers in America as one of the leading lawyers in Employee Benefits Law (2008-13 editions)
  • Named as a "Super Lawyer” in Employee Benefits Law & ERISA by Super Lawyers Corporate Counsel Edition magazine (2010 edition)
  • Named as a "Super Lawyer" in Employee Benefits/ERISA by New York Super Lawyers - Metro Edition magazine (2007-13 editions)


  • Co-Author (with Matthew Young), Last Chance For Companies To Correct Section 409A Document Failures Without Penalties, Pryor Cashman Legal Update (November 2010)
  • Co-Author (with Matthew Young), Discriminatory Health Plans Will Be Subject To Significant Penalty Taxes, Pryor Cashman Legal Update (September 2010)
  • Author, The Pension Protection Act's Fiduciary Provisions, Benefits & Compensation Digest (January 2007)
  • Author, QPAM Exemption Amended, AIMA Journal (Winter 2005)
  • Author, ERISA's Top Hat Exemption: A Primer, Tax Notes (April 2003)
  • Co-Author, Recent Developments Affecting Employee Stock Options, Wall Street Lawyer (April 2003) 

Speaking Engagements

  • Speaker, Commingled Investment Vehicles, Practising Law Institute (February 2011)
  • Speaker, Pension Plan Investments 2010: Current Perspectives, Practising Law Institute (April 2010)
  • Speaker, The “A” List Grows: The Impact of Code Section 457A on Deferred Compensation, New York State Bar Association (September 2009)
  • Speaker, ERISA For Money Managers: A Practical Workshop, West Legalworks (April 2008)
  • Speaker, Hedge Funds: Key Issues in Investing, Monitoring and Exiting, Practising Law Institute (March 2008)
  • Speaker, Pension Plan Investments 2007: Current Perspectives, Practising Law Institute (May 2007)
  • Speaker, Fund of Funds Business Operations Forum, Financial Research Associate (May 2007)
  • Speaker, New Frontiers in Hedge Funds Due Diligence, West Legalworks (March 2007)
  • Speaker, ERISA, PPA AND LDI: A Hands-On Seminar For Working With ERISA Clients, Institutional Investor (2007)
  • Speaker, Pension Protection Act of 2006, Institutional Investor (September 2006)
  • Speaker, The ABC's and XYZ's of Operating Hedge Funds with ERISA Investors, Institutional Investor (February 2006)   

Professional Associations

American Bar Association, Tax Section


LL.M. in Taxation, New York University School of Law, first in class, 1995

J.D., University of Illinois College of Law, magna cum laude, 1991

B.S., Columbia University, 1988

Bar Admissions

New York (1992)

U.S. District Courts for the Southern and Eastern Districts of New York (1992)




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