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Linda
E.
Rappaport
Partner
Education
New York University School of Law, J.D., 1977
Wesleyan University, B.A., 1974, magna cum laude
Practice Ms. Rappaport is Practice Group Leader Emerita of the Executive Compensation & Employee Benefits/Private Client Group. Her practice focuses on all aspects of executive compensation and benefits, including corporate, securities and tax laws, and ERISA. She has extensive experience in the design and implementation of executive incentive programs, including equity-based plans, retirement and welfare plans, and the negotiation and preparation of employment contracts and severance arrangements, with particular emphasis on the financial services and entertainment industries. Her experience includes the representation of global, U.S. and non-U.S. companies and their Boards of Directors and Compensation Committees in corporate governance, CEO succession, public disclosure and executive compensation matters. She also represents individual executives of public companies and private enterprises.
Ms. Rappaport has broad experience in compensation and benefits issues associated with corporate acquisitions, divestitures, public offerings, restructurings and bankruptcies, and in all aspects of employment law, including discrimination in the employment relationship. She has a special focus on the design and documentation of carried interest and co-investment programs for executives managing investment funds. Active in lecturing, she is the author of numerous articles on a variety of compensation and benefits issues.
Ms. Rappaport has been a partner of the firm since 1985. She is a member of the firm’s Senior Management Team and Policy Committee. Before joining the firm in 1979, she was a Law Clerk to Chief Judge James S. Holden, U.S. District Court of the District of Vermont, from 1978 to 1979.
Experience
- Regularly advises major financial institutions, such as Credit Suisse, Morgan Stanley, Citigroup and State Street Corporation, and major corporations, such as Viacom, CBS, ConEd, McKinsey & Company, Sony of America, Interactive Data Corporation, and Universal Music Group in executive compensation, equity compensation and employment-related matters
- Representation of non-U.S. corporations, such as AXA, Credit Suisse, UBS, Deutsche Bank, GlaxoSmithKline and Nokia on international share schemes and employment and compensation matters
- Merrill Lynch in its acquisition by Bank of America
- Citigroup in connection with various merger and acquisition transactions, including its purchase of Old Lane Partners, L.P., and its sale of Citicorp Electronic Financial Services, Inc. to JPMorgan Chase Bank
- The Royal Bank of Scotland Group plc in its bid, in a consortium with Fortis SA/NV, Fortis N.V. and Banco Santander Central Hispano, S.A., to acquire ABN AMRO Holding N.V.
- Credit Suisse in various merger and acquisition transactions, including its acquisitions of Donaldson, Lufkin & Jenrette and Pershing and divestiture of CSFB Direct, and in the ongoing design, management and integration of its incentive and benefit program
- Representation of Credit Suisse Alternative Investments, Citigroup Alternative Investments, Citigroup Venture Capital, Tudor Investment Corporation, Chase Asia Equity Partners, Compass Partners European Equity Fund, Rhone Capital and Care Capital, among others, in structuring carried interest and co-investment programs for their merchant bankers European Equity Fund, Rhone Capital and Care Capital, among others, in structuring carried interest and co-investment programs for their merchant bankers
- Morgan Stanley in various merger and acquisition transactions, including its merger with Dean Witter Discover, and in the ongoing design, management and integration of its incentive and benefits programs
- Viacom Inc., including in connection with its split into two separately traded public companies, the negotiation of senior executive succession, its acquisition of DreamWorks Studios, its business combination with CBS Corporation, its contested acquisition of Paramount Communications, Inc., its acquisition and subsequent split-off of Blockbuster, its disposition of Madison Square Garden Corporation, including the New York Knicks, New York Rangers and MSG Network, the sale of Simon & Schuster to Pearson plc, and the acquisition of Black Entertainment Television and of the minority publicly held shares of Infinity Broadcasting
- The Leadership, Development and Compensation Committee of The Home Depot in connection with CEO separation and succession
- SunGard Data Systems Inc. in its sale to Silver Lake Partners and six other private equity firms
- Georgia-Pacific Corporation in its sale to Koch Industries and its acquisition of Fort James Corporation
- SmithKline Beecham plc in its business combination with Glaxo Wellcome plc
- Seagram in its acquisition of Universal Studios and Universal in its acquisition of 50% of Interscope Records
- A Big Four accounting firm in connection with hiring former partners and employees of Arthur Andersen LLP
- Merrill Lynch in its acquisitions of Herzog, Heine, Geduld, Inc., Mercury Asset Management plc (U.K.), Smith New Court plc (U.K.) and the sale of its Global Energy Markets business and its Mortgage Origination and Servicing business
- Seix Investment Advisors, Inc. in its sale to SunTrust Banks, Inc.
- Robertson, Stephens & Company in its acquisition by BankAmerica Corporation
- Negotiation of employment arrangements and equity incentives on behalf of NBC Universal in its acquisition of the Bravo Company cable television programming service from Cablevision and the restructuring of its investment in Paxson Communications Corp.
- CBS Corporation in the design and implementation of an option exchange program
- The Special Committee of the Board of Directors of HCA Inc. in connection with the company’s going-private transaction
- The Special Committee of the Board of Directors of ARAMARK in connection with the company’s going-private transaction
Selected Professional & Business Activities
- Panelist, "Executive Pay—A New World Order Or Business As Usual?", The Wall Street Journal/Hay Group 2009 CEO Compensation Study Presentation, April 13, 2010, New York
- Co-Chair, Practising Law Institute, "Hot Topics in Executive Compensation," 2007 to present
- Fellow, American College of Employee Benefits Counsel, Inc.
- Member, The Association of the Bar of the City of New York, Employee Benefits Committee and Employment Law Committee
- Member, American Bar Association, Law Firm Management Section and Employee Benefits and Employment Section
- Member, Board of Directors and Executive Committee, The Legal Aid Society of New York
- Member, Board of Trustees, Wesleyan University
- Chair, Board of Governors, Mannes College of Music and Member, Board of Trustees, The New School
- Member, Advisory Board, New York City Ballet
- Director, New York Women’s Foundation, 1994-2001; Advisory Director, 2001-present
- Member, Advisory Committee, Practising Law Institute
Other
- Ranked in the first tier for Executive Compensation & Employee Benefits lawyers in Chambers USA and as a highly recommended individual for the United States in Labor and Employee Benefits in Global Counsel
- Recipient of the Burton Award for Legal Achievement
Bar Admissions/Qualifications
New York
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