Teresa A. Napoli

TERESA NAPOLI focuses her practice on employee benefits and executive compensation matters, providing counsel to public and private companies of all types, including private equity clients and their portfolio companies. She routinely advises companies in the context of corporate transactions and related employee integration efforts, and works with clients to negotiate employment and separation agreements as well as to design individualized compensation packages. She supports her clients through the full life cycle of benefit and compensation-related arrangements, including design and implementation, ongoing administration, legal compliance and attention to best practices, as well as strategic terminations and the mitigation of related risks, always with the goal of providing pragmatic advice that will meet business needs and withstand legal scrutiny.

Teresa’s experience spans a wide variety of benefit and compensation-related arrangements such as qualified and nonqualified retirement plans, health and welfare plans, severance and retention plans, transaction-based incentive arrangements, stock option, restricted stock, restricted stock unit, phantom equity and employee stock purchase plans, and other cash and equity incentive plans. She focuses on tax and other regulatory issues relating to these arrangements, including under Sections 280G, 401, and 409A of the Internal Revenue Code. She has significant experience representing clients in challenging interactions with government agencies, including the Department of Labor and the Internal Revenue Service.

Teresa serves as the chairperson of the American Bar Association Joint Committee on Employee Benefits and is active in both the Tax and Business Law Sections of the American Bar Association, where she has been an invited speaker with respect to benefit and compensation-related matters. She has been recognized by Best Lawyers: “Ones to Watch” in the area of Employee Benefits (ERISA) Law (2021–2025).

Teresa earned a J.D. from Harvard Law School, and a B.A. from the University of Wisconsin, Madison. She has been an invited instructor teaching negotiation at the Harvard Graduate School of Education, and has served as a teaching assistant for both the Harvard Negotiation and Mediation Clinical Program and the Program on Negotiation at Harvard Law School. Prior to joining Sidley, she was a senior managing director of strategy for a national education-focused non-profit organization.

• American National Insurance in its US$5.1 billion acquisition by Brookfield Asset Management Reinsurance Partners.
• ContextLogic, an eCommerce company that operates the Wish platform, in its sale of substantially all its assets sale to Singapore-based, Qoo10 to for US$173 million.
• Genentech, Inc. in its sale of a biologics manufacturing facility to contract drug manufacturer, Lonza for US$1.2 billion in cash.
• IDEX Corporation in its acquisition of Nexsight, LLC and its market leading businesses, Envirosight, WinCan, MyTana, and Pipeline Renewal Technologies.
• IDEX Corporation in its acquisition of Airtech Group, Inc., U.S. Value Corporation, and related entities from investment funds managed by EagleTree Capital.
• IDEX Corporation in its acquisition of STC Material Solutions, an integrated provider of advanced material science solutions, from Artemis.
• Roche in its purchase of Poseida Therapeutics , a specialist in CART-T immune cell therapies for US$1.5 billion in cash and contingent value rights.
• Roche in its acquisition of Carmot Therapeutics Inc., a clinical-stage GLP-1 company, for an upfront payment of US$2.7 billion and additional milestone payments of up to US$400 million.
• Roche in its acquisition of diagnostics company, GenMark for US$1.8 billion in cash.

Teresa is a member of SidleyWomen.