Among the largest and most seasoned in the United States, our Employee Benefits and Executive Compensation practice uniquely combines a vibrant advisory and compliance practice with a robust M&A and transactional practice, resulting in comprehensive advice. Our lawyers advise global clients on issues associated with compensation and employee benefits, working in close coordination with many of the firm’s global practice groups, such as M&A and Private Equity, Capital Markets, Global Finance, Investment Funds, and Restructuring.

“Sidley Austin’s service, advice and guidance were invaluable.”
Chambers USA 2025

Sidley’s Employee Benefits and Executive Compensation team helps clients navigate complex executive compensation, incentive compensation, retirement, welfare, and other benefits issues — all with a focus on recruiting, retaining, and maximizing the productivity of our clients’ critical talent. We use our vast knowledge and experience to help clients avoid issues, and to resolve issues in a practical and knowledgeable manner.

Our team is experienced in addressing day-to-day employee benefits and executive compensation issues, as well as those that arise in the context of mergers and acquisitions, financing transactions, joint ventures, IPOs, and restructurings.

We help companies comply with SEC and Department of Labor (DOL) disclosure and compliance requirements relating to compensation and benefits. We also play an essential role in Sidley’s ERISA litigation practice, defending plan sponsors and service providers against a range of ERISA actions.

“Sidley Austin provides great insights stemming from its deep expertise.”
Chambers 2025

We regularly advise on all aspects of employee benefits and compensation issues that arise both in the context of transactional matters as well as day-to-day operations, including:

• Transactions: We are critical members of our clients’ transactional teams, including advising on executive compensation and benefits issues arising in mergers and acquisitions, financing transactions, joint ventures, IPOs, and restructurings.
• Employee Incentive and Retention Strategies: We help clients develop and implement long- and short-term employee retention strategies to avoid costly colleague turnover.
• Section 16 Advice and Disclosure: We help clients comply with and avoid exposure under the reporting and short-swing liability rules in Section 16 of the Securities Exchange Act of 1934, particularly in the context of equity compensation plans and corporate transactions. We are experts in drafting SEC disclosure of executive and director compensation arrangements, including CD&A disclosure, say-on-pay disclosure, compensation tables, equity plan proposals, and 8-K filings, and are aware of the potential criticism by shareholder advisors (ISS and Glass Lewis) and threats by plaintiffs’ firms that can result from poor drafting.
• Equity and Other Incentive Compensation Plans: We collaborate with our clients and their compensation consultants to design equity and cash incentive compensation plans, and guide companies and their boards through the complex securities and tax rules when designing, drafting, and administering these plans.
• Qualified Retirement Plans: We regularly draft plan documents and amendments to ensure compliance with the applicable qualification requirements of the Internal Revenue Code; draft and review summary plan descriptions; advise on fiduciary issues, including the structure of, and best practices for, plan committees, negotiate recordkeeping agreements, trust agreements, and other service provider agreements; and assist clients with responses to participant claims. We advise clients with respect to plan administration practices, compliance with non-discrimination requirements, disclosure requirements, and all other matters involving qualified defined benefit and defined contribution plans. We represent clients before the DOL and the Internal Revenue Service (IRS), including with respect to voluntary compliance filings, plan audits, and obtaining prohibited transaction exemptions from the DOL. We conduct plan compliance reviews, and provide advice and supervision of corrective actions, and submit corrective actions to the IRS and DOL.
• Health and Welfare Plans: We advise on the design and administration of health, welfare, and fringe benefit plans. We review and draft plan documents, summary plan descriptions, and participant disclosures and communications; review and negotiate provider agreements; provide assistance with retiree medical compliance and funding; and counsel on benefit claims. We counsel on developing trends, including wellness programs and the use of a defined contribution approach to providing medical benefits. We assist our clients in navigating the increasingly complex requirements of applicable law, including the Affordable Care Act, ERISA, COBRA, USERRA, the Mental Health Parity and Addiction Equity Act, HIPAA, and GINA.
• Non-Qualified Plans: We design, draft, and implement a variety of severance arrangements and non-qualified deferred compensation plans, and the funding mechanism for such plans.
• Multiemployer Plans: We assist clients in analyzing the consequences of plant shutdowns or employee terminations on multiemployer plans obligations; reviewing withdrawal liability issues arising in connection with a partial or complete withdrawal from multiemployer plans; advise on the structuring of arrangements with multiemployer plans under Section 4204 of ERISA; and assist clients in negotiating and managing withdrawal liability payment schedules and disputes.
• Pension Investments and Fiduciary Matters: We regularly work with our nationally known Investment Funds practice to advise trustees, banks, investment managers, and commodity pool operators regarding their compliance with ERISA in managing the assets of plans subject to ERISA, including in connection with the organization and operation of investment funds in which employee benefit plans invest. We advise 401(k) plan committees, institutional trustees, boards of directors, and other plan fiduciaries regarding their powers and responsibilities under ERISA and other applicable law, including issues involving company stock funds.