Eric M. Winwood

ERIC WINWOOD counsels employers, corporate boards and committees, and executives on their employee benefits and executive compensation programs and issues. These issues often involve Section 409A deferred compensation, Section 280G golden parachutes, Section 83 equity compensation, ISS and Glass Lewis standards, as well as, filings and audits with the Securities and Exchange Commission, Department of Labor, and Internal Revenue Service. He regularly advises clients in the energy sector.

Eric has extensive experience with the employee benefits and executive compensation aspects of domestic and international mergers, acquisitions, migrations, and spinoffs, including the integration of benefit plans and compensation arrangements following the completion of the business transaction. In addition, Eric has helped design, draft, and negotiate numerous forms of deferred compensation, retirement, and equity-based compensation programs, as well as, employment, change in control, and severance agreements. These negotiations include executive onboarding and exit events. He also provides advice on the fiduciary, prohibited transaction and “plan assets” aspects related to establishing and operating private equity funds, joint ventures, and similar investments.

Recognized as a Band 1 lawyer in 2025, Eric was ranked by Chambers USA for Employee Benefits & Executive Compensation (Texas: Dallas, Fort Worth & Surrounds) from 2019–2025. He has also been listed in Best Lawyers in America in Employee Benefits (ERISA) law from 2015–2026. In addition, Eric has been named by D Magazine as one of the “Best Lawyers in Dallas” from 2011–2013, 2016, 2018–2019, 2021–2023, and 2025. He was recognized as a “Texas Rising Star” by Thomson Reuters in 2007–2008, 2011–2013 and Legal 500 United States in ERISA in 2013.

Recent representations on which Eric has advised include:

• American National Insurance in its US$5.1 billion acquisition by Brookfield Asset Management Reinsurance Partners (pending). 
• Implementation of executive compensation and employee benefits arrangements in connection with a spinoff transaction for a large publicly traded oil and gas services company.
• Negotiation of employee benefits and executive compensation terms and conditions for an acquisition of a large publicly traded health company and a business unit disposition for a large publicly traded telecommunications company, and assisted with benefits integration, executive compensation, and retention planning for periods following the transactions.
• Computation of Section 280G golden parachute compensation payouts in connection with M&A transactions on behalf of technology, food services, oil and gas services, chemical, and aerospace companies.
• Drafting of legal opinions relating to the “plan assets” status, and negotiation of the governing documents, of various private equity funds and real estate ventures.
• Negotiation of the employee benefit representations and covenants in numerous credit agreements and note purchase agreements on behalf of borrowers/issuers and major banks.
• Negotiations on behalf of clients with the Internal Revenue Service and Department of Labor, including the Employee Benefits Security Administration and Pension Benefit Guaranty Corporation, in connection with audits, filings, corrections, and other business transactions.
• Negotiations with multiemployer plan trustees and their counsel in connection with the establishment of escrow arrangements relating to a business unit disposition and an acquisition of a major hotel.
• Coordination with overseas lawyers on providing equity compensation to employees in China, Netherlands, Switzerland, Cayman Islands, and the United Kingdom and the related tax consequences for such employees and their employers.
• Counseling clients through the process of providing restructured compensation, retention benefits, and other executive compensation payouts in connection with business restructurings and bankruptcies.
• Preparation of amicus legal briefs for a landmark employee benefits litigation matter.

Some of the above matters were handled prior to joining Sidley.

• State Bar of Texas
• Dallas Bar Association, Employee Benefits Council Member and former Chair, Vice Chair, Secretary and Treasurer
• South West Benefits Association, Dallas Chapter
• Gulf Coast Area TE/GE Council, Chair
• National TE/GE Council, Treasurer