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Andrea S. Rattner is the Chair of the Tax Department, where she practices in the field of employee benefits and executive compensation law.

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.

She 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).

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