Mary C. Niehaus

MARY NIEHAUS advises public and private companies, private equity sponsors, portfolio companies, lenders, financial institutions, debtors, and strategic acquirers on complex employee benefits, executive compensation, and ERISA matters, with a particular focus on employee benefits and executive compensation issues arising in complex corporate transactions and restructurings.

“Mary is very intelligent, an excellent problem solver and has remarkable customer service.”
Chambers USA 2026

“Mary is fantastic person to work with due to her knowledge of the issues and ability to deliver great solutions timely.”
Chambers USA 2026

Mary is highly regarded for her extensive experience advising on employee benefits and executive compensation issues arising in Chapter 11 proceedings and out-of-court restructurings. She counsels debtors, lenders, purchasers, sponsors, and other stakeholders on the unique challenges presented by the intersection of bankruptcy law, ERISA, and the Internal Revenue Code. Her restructuring work includes advising on employee retention and incentive programs, executive compensation arrangements, workforce reductions, asset sales under Section 363 of the Bankruptcy Code, treatment of pension and welfare benefit liabilities, fiduciary considerations, multiemployer plan exposure, and the application of complex ERISA and tax qualification rules in distressed situations. Her ability to navigate the intersection of ERISA, the Internal Revenue Code, and the Bankruptcy Code allows clients to address workforce, compensation, and benefits liabilities while preserving transaction objectives and business continuity.

Mary is also well known for her work advising clients on the benefits and compensation aspects of domestic and cross-border mergers and acquisitions, spin-offs, carve-outs, financings, divestitures, and private equity transactions. She counsels buyers, sellers, sponsors, lenders, and portfolio companies on employee benefits and executive compensation due diligence, executive compensation arrangements, retention and severance programs, retirement and welfare plan matters, workforce transition issues, and post-closing integration.

Beyond transactional matters, Mary advises employers and plan sponsors on the design, governance, administration, and compliance of qualified retirement plans, health and welfare plans, executive compensation arrangements, and incentive compensation programs. She advises clients on ERISA fiduciary matters, employee benefit plan cybersecurity, multiemployer plan withdrawal liability, governmental audits and investigations, and compliance matters involving the Internal Revenue Service, U.S. Department of Labor, and Pension Benefit Guaranty Corporation.

Clients value Mary’s practical, business-oriented approach to navigating sophisticated benefits and compensation issues in high-stakes transactions, restructurings, and complex regulatory environments.

Mary has been recognized as a leading lawyer in the 2020–2026 editions of Chambers USA for Employee Benefits & Executive Compensation in Illinois, in the 2016–2026 editions of The Best Lawyers of America in the area of Employee Benefits (ERISA) law, and in the 2009–2021 and 2025-2026 editions of Super Lawyers in the area of Employee Benefits. She is also recognized for outstanding client service in the 17th annual BTI Client Service All-Stars report, an elite group of lawyers whom world-leading corporate counsel recognize as client service leaders.

The restructuring and M&A transactions Mary has assisted with include:

• Prospect Medical Holdings, Inc. and several of its subsidiaries in their Chapter 11 cases in the United States Bankruptcy Court for the Northern District of Texas. With over US$2.3 billion in outstanding funded debt, Prospect’s Chapter 11 cases are among the largest filed in 2025.
• HARMAN International, a wholly-owned subsidiary of Samsung Electronics Co., Ltd., on its US$350 million carve-out acquisition of Masimo Corporation’s Sound United consumer audio business.
• First Data Corporation in its US$29 billion sale to KKR, its US$18 billion spinoff of The Western Union Company, and its acquisitions of Concord EFS, Inc. and First Financial Management Corporation.
• Bohai Leasing Co., Ltd. in its US$7.6 billion acquisition of Avalon Holdings Limited.
• GT Independence, a financial management services company that helps customers select and hire their own caregivers, in connection with its acquisition by H.I.G. Capital.
• Discover in its US$15 billion spinoff from Morgan Stanley.
• R. R. Donnelley & Sons Company in connection with its US$7.1 billion corporate spinoffs of LSC Communications, Inc. and Donnelley Financial Solutions, Inc.
• Baxter International in numerous divestitures and acquisitions, including the spinoffs of Allegiance Healthcare and Edwards Lifesciences and the sale of Baxter’s commercial vaccines business to Pfizer.
• Churchill Downs, Inc. in the sale of its mobile gaming subsidiary, Big Fish Games, Inc., to Aristocrat Leisure Limited in a transaction valued at US$990 million.
• Churchill Downs Incorporated’s acquisition of Big Fish Games, Inc., Oxford Casino, Riverwalk Casino and Hotel, Harlow’s Casino Resort, and Youbet.com.
  Ingredion Incorporated’s US$1.3 billion acquisition of National Starch and its US$340 million acquisition of publicly traded Penford Corporation.

Mary has lectured on numerous topics and has authored numerous articles relating to employee benefits, including employee benefits in bankruptcy and restructurings, mergers and acquisitions, multiemployer plans, governmental audits, ERISA’s 404(c) regulations, tax-qualified plan rollover rules, and correction of plan defects under the Internal Revenue Service Voluntary Compliance Program. She also has been a guest lecturer on various topics at Northwestern University Law School.

Mary serves on the firm’s Recruiting Committee and Professional Risk Management Committee. She is a Pension Trustee for the Pension Trust of the Chicago Symphony Orchestra. She also is a member of the Women’s Board of the Field Museum of Chicago and the Costume Committee of the Chicago History Museum. She has been selected to serve on Law360’s Benefits Editorial Advisory Board.

In addition, she has served in leadership positions in:

• The Economic Club of Chicago
• The Chicago Council on Global Affairs
• The English Speaking Union (Chicago Branch)
• The German Marshall Fund of the United States
• International Women Associates
• Chicago Community Trust Young Leaders Forum and Fund