Lauren A. Gallagher

LAUREN GALLAGHER counsels and advises clients in connection with all types of employee benefits and executive compensation matters, with a focus on helping clients recruit, retain, and incentive key talent. She plays a crucial role in addressing employee benefits and executive compensation issues in connection with corporate transactions (including mergers and acquisitions, stock and asset purchase transactions, joint ventures, spin-offs, and corporate restructurings), and works to ensure that these aspects of the transaction are seamlessly integrated, mitigating risks, and ensuring compliance with applicable laws and regulations. Her practice includes:

• The design and administration of equity, equity-based, and other incentive compensation plans, such as stock option, restricted stock, restricted stock unit, phantom stock and profits interest plans, and the treatment of these plans in corporate acquisitions and dispositions;
• The negotiation of executive employment, retention, and separation agreements;
• Designing and administering supplemental pension, deferred compensation, and other benefit plans for executives; and
• Tax and other regulatory issues relating to employee benefits and executive compensation (e.g., Internal Revenue Code Sections 280G and 409A).

Lauren’s practice also includes counseling clients with respect to the design and administration of qualified retirement and health and welfare plans including drafting plan documents, participant disclosures, government filings and filings under corrective programs, advising on the structure of multiple plans within the controlled group and compliance with related nondiscrimination requirements, and advising on matters related to compliance with the Affordable Care Act.

Matters on which Lauren has advised, with a particular focus on employee benefits and executive compensation, include:

• Church Brothers Farms in its agreement to acquire the Mann Packing vegetables business from Fresh Del Monte Produce Inc. (NYSE: FDP).
• Aspen Insurance in its acquisition by Sompo Holdings for US$3.5 billion (pending).
• Apollo-managed funds in their acquisition of a majority stake in Kelvion, a leading global provider of energy-efficient heat exchange and cooling solutions (pending).
• Advanced Power, a leading power developer and manager, in its acquisition by ArcLight Capital Partners and an initial US$1 billion equity commitment to build new power infrastructure.
• Venerable in its US$51 billion variable annuity reinsurance deal with Corebridge.
• Herc Rentals in its sale of Cinelease to Zello.
• Thompson Street Capital Partners in its acquisition of Bubbakoo’s Burritos.
• Arthur J. Gallagher in its US$13.45 billion acquisition of AssuredPartners from GTCR.
• Thompson Street Capital Partners in its growth investment in ATIS, a provider of elevator and escalator safety inspections, consulting, and managed services across the U.S. and Canada.
• Acquisition by Sentry Insurance of non-standard auto insurer The General® from American Family Insurance, for a total transaction value of US$1.7 billion.
• Pinsly Railroad Co. in its proposed acquisition of Hondo Railway LLC.
• Stanley Capital Partners on its majority investment in SePRO Corporation.
• Apollo Funds in Acquisition of The Travel Corporation.
• Wheels and Apollo Global Management in a minority investment from Marubeni Corporation and Lithia & Driveway.
• ZMC in the sale of its portfolio company 9 Story Media Group to Scholastic (NASDAQ: SCHL) for approximately US$186 million.
• Fifth Star in PARTS iD’s Chapter 11 restructuring.
• BHMS Investments and Inszone Insurance in Strategic Partnership with Lightyear Capital.
• SunOpta, Inc. in its US$141 million sale of its frozen fruit operations to Canadian-based frozen food manufacturer, Nature’s Touch.
• Represented a diverse group led by Laura Ricketts and other prominent Chicago women business and civic leaders in its acquisition of the Chicago Red Stars NWSL franchise, valued at US$60 million.
• American International Group in the sale of Crop Risk Services to American Financial Group for approximately US$240 million.
• Thompson Street Capital Partners in the sale of its portfolio company Custom Wheel House, LLC to Fox Factory, Inc.
• Fresh Origins, a LaSalle Capital Group portfolio company, in its sale to private equity firm Sun Capital Partners.
• Regal Rexnord Corporation in its US$4.95 billion acquisition of publicly traded Altra Industrial Motions Corp.
• Simeio, a portfolio company of ZMC, in its acquisition of PathMaker Group (PMG), a provider of identity management services and solutions.
• Denham Capital’s portfolio company Serra Verde in its US$150 million investment by Vision Blue Resources and The Energy & Minerals Group.
• Fortune Brands in the spinoff of its cabinets business, MasterBrand, Inc.
• ZMC in its strategic investment in Wpromote, an independent digital marketing agency.
• Thompson Street Capital Partners (TSCP) in its sale of LTP Home Services Group to L Catterton.
• BRP Group in Acquisition of Westwood Insurance Agency.
• Omnicell in its acquisition of MarkeTouch Media, a provider of pharmacy prescription management and patient engagement solutions.