Linda Rappaport is Of Counsel in the Compensation, Governance & ERISA practice.

She focuses on all aspects of executive compensation and benefits, including corporate, securities and tax laws, and related corporate governance and regulatory matters. She has broad experience in the design and implementation of executive incentive programs, and in the negotiation and preparation of executive employment contracts and severance arrangements, with particular emphasis on the financial services and entertainment industries. Her practice also encompasses all compensation, benefits and related governance issues associated with corporate acquisitions, divestitures, public offerings, restructurings and bankruptcies.

Her practice has a special concentration on corporate governance matters of global, U.S. and non-U.S. companies and their Boards of Directors and Compensation Committees, including matters involving corporate investigations, shareholder activism and engagement, CEO and senior management employment and succession and executive compensation design, disclosure and taxation. She also represents individual executives of public companies and private enterprises.

Linda has served as independent counsel to the compensation committees of the Board of Directors of Wells Fargo, State Street, Fannie Mae and Peabody Energy. She has also regularly represented financial institution clients including Citigroup, Morgan Stanley, Credit Suisse and The Carlyle Group, and corporate clients such as Viacom, Vivendi, Olayan Group, Alexander’s and Sony Corporation.

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.

She is a regular speaker for The Wall Street Journal, Director and Boards, The Society of Corporate Secretaries, The Clearing House, The Institute of International Bankers, The Practising Law Institute, And ALI/ABA, among others, and also the author of numerous articles on a variety of corporate governance and executive compensation issues.

• Independent Counsel to the Board of Directors of Wells Fargo in connection with the investigation of retail banking sales practices
• Advise Olayan Group in succession planning, employment arrangements and related governance matters
• Provides financial institution regulatory advice regarding compensation-related governance practices for industry members such as to Citigroup, State Street, Fidelity, The Carlyle Group and Guggenheim Partners, among others
• Represent non-U.S. corporations, such as AXA, Credit Suisse, UBS, Deutsche Bank, GlaxoSmithKline and Nokia, on international share schemes and employment and compensation matters
• Designs carried interest and co-investment programs for executives of asset management firms such as Guggenheim Partners and Citigroup Inc., among others
• Advises numerous corporate clients in connection with say-on-pay and related shareholder engagement projects, executive compensation design and disclosures, shareholder activism and various governance matters relating to executive management

Selected Transactional Representations

• Merrill Lynch in its acquisition by Bank of America
• Independent counsel to Peabody Energy in connection with executive succession and compensation design
• The Leadership, Development and Compensation Committee of The Home Depot in connection with CEO separation and succession
• Citigroup in connection with various merger and acquisition transactions, including its purchase of Old Lane Partners, L.P., and its sale of EMI to Sony and Vivendi and of Citicorp Electronic Financial Services, Inc. to JPMorgan Chase Bank
• Credit Suisse in various merger and acquisition transactions, including its acquisitions of Donaldson, Lufkin & Jenrette and Pershing and its divestiture of CSFB Direct
• Morgan Stanley in various merger and acquisition transactions, including its merger with Dean Witter Discover
• 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
• Seagram in its acquisition of Universal Studios and Universal in its acquisition of 50% of Interscope Records

Professional Affiliations

• Member, Leadership Council on Legal Diversity, 2012 to present
• Fellow, American College of Employee Benefits Counsel, Inc.
• Member, Board of Directors and Executive Committee, The Legal Aid Society of New York, 2006 to 2012; Chair, Legal Aid Advisory Committee, 2012 to present
• Director, New York Women’s Foundation, 1994 to 2001; Advisory Director, 2001 to present