| Biography:
Andrea S. Rattner is the Chair of Proskauer Rose LLP's Tax Department, where she practices in the field of employee benefits and executive compensation law.
She is also co-chair of the Proskauer Stock Options Task Force, a multidisciplinary team of more than 25 senior lawyers with extensive experience in all issues relating to stock options.
She counsels clients with respect to the tax, securities, corporate governance,
stock exchange, ERISA and other implications affecting executive compensation arrangements.
Andrea regularly provides advice regarding equity arrangements (such as stock
options, restricted stock, RSUs and phantom stock), employment agreements, change-in-control
agreements and all other types of executive compensation (including incentive
arrangements, SERPs, deferred compensation and "409A" and "162(m)"-compliant
plans). With respect to these issues, she advises companies, boards of directors,
compensation committees and senior executives in numerous industries.
Andrea also advises clients on compliance with ERISA, the Internal Revenue
Code, and other laws affecting employee benefit plans, as well as plan design,
administration, termination, fiduciary duty issues, prohibited transactions,
qualification requirements, and other matters concerning pension, profit-sharing,
employee stock ownership, 401(k), and other types of plans. She has extensive
experience with respect to the legal consequences relating to the use of employer
stock in tax-qualified plans such as ESOPs, profit-sharing, stock bonus, and
pension plans.
Andrea also counsels clients on benefits and compensation matters arising in all types of corporate transactions, including mergers & acquisitions, restructurings, debt and equity offerings and bankruptcies. In numerous transactions, she has addressed issues concerning the treatment of stock options and other equity awards, change-in-control and "golden
parachute" tax issues, multi-employer plan withdrawal liability, controlled
groups, overfunded and underfunded defined benefit plans, post-retirement health
and welfare liabilities, severance obligations, COBRA, and certain PBGC-related
issues.
Andrea writes and lectures frequently on employee benefits and executive compensation matters. Since 1993, she has served as an adjunct professor on the faculty of Cornell University (New York State School of Industrial & Labor Relations-Management Programs). Andrea is a member of the Association of the Bar of the City of New York, is the immediate past Chair of the Committee on Employee Benefits, and was a recipient in 2005 of The Legal Aid Society’s Outstanding Pro Bono Service award. Andrea was listed as a New York Super Lawyer in 2006 and 2007 and was also recognized in the 2007 edition of US Legal 500 for her Mergers & Acquisitions work.
Andrea graduated from the Benjamin N. Cardozo School of Law in 1986, where
she was an editor of the Women's Annotated Legal Bibliography and the
recipient of the Cardozo faculty award for best student writing. She received
her undergraduate degree from Cornell University in 1983.
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