Mary C. Niehaus

MARY NIEHAUS represents and advises a global clientele in all matters relating to employee benefits, ERISA, and executive compensation. She primarily represents large multi-national corporations, private equity firms, international consulting and accounting firms, internet start-ups, manufacturing companies, and other employers on issues that arise in corporate transactions, relating to employee benefit plan cybersecurity, and in the design, implementation, and administration of qualified and nonqualified retirement, welfare, and fringe benefit plans.

Mary has been 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. Mary has also been recognized as a leading lawyer in the 2020–2025 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 editions of Super Lawyers in the area of Employee Benefits.

“Mary is very smart, highly organized and very attentive. She keeps me on track and she meets deadlines and has a good understanding of the law.”
Chambers USA 2024

“Mary is the model for outstanding client service. She provides us outstanding advice and a depth of service that is above and beyond.”
Chambers USA 2024

Mary represents employers, private equity firms, and lending institutions with regard to employee benefit and executive compensation matters arising in connection with national and cross-border business transactions, such as mergers and acquisitions, divestitures, joint ventures, spinoffs, initial public offerings, restructurings, and commercial loans. She also assists plan sponsors with audits by and disputes with the U.S. Department of Labor, the Internal Revenue Service, and the Pension Benefit Guaranty Corporation, and assists employers in addressing issues of multiemployer plan withdrawal liability.

In addition, Mary has an extensive practice regarding all types of compensation arrangements, including 401(k) plans, multiemployer plans, pension plans, cafeteria plans, and supplemental executive retirement plans. This includes addressing issues of regulatory compliance with ERISA and the Internal Revenue Code, including the correction of plan operational defects through the Internal Revenue Service Voluntary Compliance Program and in determining the options that are available to resolve certain failures occurring in tax-qualified plans.

She also regularly counsels clients on general matters regarding human resources, including cybersecurity relating to employee benefit plans, employment agreements, bonus arrangements, severance plans, and agreements, retention programs, employee termination issues, and COBRA compliance.

The numerous M&A transactions, and corresponding employee benefits transition issues following such transactions, in which Mary has been involved include:

• Renaissance Lakewood, LLC, a contract development and manufacturing organization (CDMO) that manufactures nasal sprays, in its sale to LTS LOHMANN Therapie-Systeme AG.
• 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 (pending).
• RelaDyne LLC, a portfolio company of American Industrial Partners, in its acquisition of Sun Coast Resources, Inc. 
• First Data Corporation in its US$29 billion sale to KKR, First Data’s 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.
• Ingredion Incorporated’s US$1.3 billion acquisition of National Starch  and Ingredion’s US$340 million acquisition of publicly traded Penford Corporation.
• R. R. Donnelley & Sons Company in connection with its US$7.1 billion corporate spinoffs of its publishing and retail-centric print services and office products business, LSC Communications, Inc., and its financial communications and data service business, Donnelley Financial Solutions, Inc.
• R. R. Donnelley & Sons Company’s merger with Moore Wallace Incorporated and a number of other transactions for R. R. Donnelley & Sons Company, including its US$240 million acquisition of publicly traded Courier Corporation, its acquisition of Helium, Inc., its US$122 million acquisition of Pro Line Printing, Inc. and its US$122 million acquisition of Cardinal Brands, Inc.
• Sale of GE SeaCo. to HNA Group.
• Sale by Glencore of Dakota Growers Pasta Company to Post Holdings, Inc. (NYSE: “POST”) in a transaction valued at US$370 million.
• Viterra Inc.’s acquisition of Dakota Growers, Inc. and 21C Holdings, L.P.
• Publicly traded Meadowbrook Insurance Group, Inc. in its US$450 million sale to Fosun International.
• Brunswick Corporation in connection with the US$270 million sale of its North American retail bowling center business to Bowlmor AMF.
• Deutsche Bank in its US$1 billion reorganization of Station Casinos.
• 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.
• Discover in its US$15 billion spinoff from Morgan Stanley.
• Allscripts Healthcare Solutions, Inc.’s merger with Misys Healthcare Systems.
• Several transactions for Hillshire Brands Company (formerly Sara Lee), including its sale of its U.S. Fresh Bakery Business, its sale of its Spanish Fresh Bakery Business, its acquisition of Aidells Sausage Company, and the sale of its US$550 million sale of its international Direct Selling Business.
• Numerous divestitures and acquisitions by Baxter International, including the spinoffs of Allegiance Healthcare and Edwards Lifesciences, and the sale of Baxter’s commercial vaccines business to Pfizer.
• AT&T’s spinoff of Lucent and its takeover of NCR Corporation.

Mary has lectured on numerous topics and has authored numerous articles relating to employee benefits, including employee benefits in 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