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Attorneys  

Edward J. Rayner

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.   

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