Andrea S. Rattner

Partner at Proskauer Rose LLP

Andrea S. Rattner

Andrea S. Rattner

Partner at Proskauer Rose LLP

Biography

Andrea S. Rattner is a partner in the Tax Department and member of the Employee Benefits & Executive Compensation Group. For more than 30 years, her practice has focused on a broad range of executive compensation and employee benefits matters, advising clients on an ongoing basis as well as in the context of corporate transactions and other transformative and unique situations. Her clients include public and private companies, boards of directors, compensation committees and senior executives in a broad range of industries. Andrea is also involved in the Firm’s management, having recently served as a member of the Executive Committee and as the immediate past chair of the Tax Department.

Andrea counsels clients with respect to the tax, securities, corporate governance, stock exchange, ERISA and other implications affecting executive compensation arrangements. Andrea regularly provides advice regarding equity arrangements (such as stock options, restricted stock, RSUs, LLC/partnership interests and phantom equity), employment agreements, change-in-control agreements and all other types of compensation arrangements (including incentive awards, SERPs, deferred compensation and "409A" and "162(m)" compliant plans).

She counsels clients on benefits and compensation matters arising in all types of corporate transactions, including mergers & acquisitions, restructurings, debt and equity offerings and bankruptcies. In numerous transactions, she has addressed the treatment of stock options and other equity awards, change-in-control and "golden parachute" tax issues, severance obligations and separation agreements, the negotiation of new employment agreements and other executive arrangements, retention and other bonus plans, benefit plan liabilities, COBRA, PBGC-related issues and post-closing benefit plan and compensation structures.

Andrea also advises clients on compliance with ERISA, the Internal Revenue Code, and other laws affecting employee benefit plans, as well as plan design, administration, termination, fiduciary duty issues, prohibited transactions, qualification requirements, and other matters concerning pension, profit-sharing, employee stock ownership, 401(k), and other types of plans. She has extensive experience with respect to the legal consequences relating to the use of employer stock in tax-qualified plans such as ESOPs, profit-sharing, stock bonus, and pension plans.

Andrea has been lauded by various legal rankings directories, including Chambers USA and Legal 500, noting that her "depth of knowledge and involvement in this practice area, [including] the business and trends, is terrific." She is also recognized for having an "excellent understanding of the business community" and for being "pro-active in keeping clients up to date." She writes and lectures frequently on employee benefits and executive compensation matters. Since 1993, she has served as an adjunct professor on the faculty of Cornell University (New York State School of Industrial & Labor Relations-Management Programs). Andrea is also active in Proskauer’s relationship with the Women Corporate Directors Foundation (WCD), the only global membership organization of its kind focused on helping women obtain and succeed in board positions.

Overview
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987

Number of Boards

2

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Managing Partner at Proskauer Rose LLP

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Partner at Proskauer Rose LLP

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Partner at Proskauer Rose LLP

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Senior Counsel at Proskauer Rose LLP

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Partner at Proskauer Rose LLP

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Head, Interdepartmental Environmental Group at Proskauer Rose LLP

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Partner at Proskauer Rose LLP

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Partner at Proskauer Rose LLP

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Partner at Proskauer Rose LLP

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Co-Chair, Mergers & Acquisitions Group at Proskauer Rose LLP

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Andrea S. Rattner
Partner at Proskauer Rose LLP
Education
JD
Class of 1986

Cardozo School of Law is a top law school located on lower Fifth Avenue in New York City’s Greenwich Village. Cardozo Law offers approximately 1,100 J.D. and LL.M. candidates a comprehensive legal education in the midst of one of the world’s leading cities for law, business, finance, media and culture. Founded in 1976 by Yeshiva University, one of the finest research universities in the United States, the Benjamin N. Cardozo School of Law has a national reputation for a top-caliber faculty and an innovative academic program that includes a wide range of exciting and practical opportunities. Cardozo Law takes its academic mission seriously. The school's faculty members are known for being widely-published legal scholars, accomplished lawyers, and accessible teachers. They invite ongoing dialogue with their students—inside and outside of the classroom. Almost half of the faculty hold advanced degrees in other disciplines, making them particularly qualified to provide a well-rounded and rigorous legal education.

AB
Class of 1983

Cornell is a privately endowed research university and a partner of the State University of New York. As the federal land-grant institution in New York State, they have a responsibility—unique within the Ivy League—to make contributions in all fields of knowledge in a manner that prioritizes public engagement to help improve the quality of life in our state, the nation, the world.

Memberships
Member
Current

American Bar Association provides legal services. It provides law school accreditation, continuing legal education, legal information and other services to assist legal professionals. The firm has members which include judges, court administrators, law professors, and non-practicing attorneys. The company was founded on August 21, 1878 and is headquartered in Chicago, IL.

Member
Current

The Association of the Bar of the City of New York is a voluntary association of lawyers and law students. The organization was founded in 1870 and it is headquartered in New York, NY.

Fellow
Current

The American College of Employee Benefits Counsel, Inc. is dedicated to elevating the standards and advancing the public's understanding of the practice of employee benefits law. In pursuit of this goal, the College encourages the study and development of employee benefits laws, initiates professional discussions of significant employee benefits issues and sponsors an extensive list of Continuing Legal Education programs.

Career History
Partner
Current

Proskauer Rose LLP is a law firm in New York, NY. It offers corporate finance, mergers and acquisitions, private equity, real estate transactions, bankruptcy and reorganizations, taxation, litigation, trusts and estates, intellectual property, and labor and employment law services. It serves the chemicals, entertainment, financial services, health care, hospitality, information technology, insurance, internet, manufacturing, media and communications, pharmaceuticals, real estate investment, sports, and transportation industries. The company was founded in 1875.

Adjunct Professor, Management Programs
1993 - Prior

Founded as the New York State School of Industrial and Labor Relations, the ILR School today is advancing the world of work through teaching, research and outreach. ILR’s mission is to prepare leaders, inform national and international employment and labor policy, and improve working lives. The school offers undergraduate and graduate education as well as career-long learning for professionals.

Boards & Committees
Co-Chair, Dean's Advisory Council
Tenure Unconfirmed

Cardozo School of Law is a top law school located on lower Fifth Avenue in New York City’s Greenwich Village. Cardozo Law offers approximately 1,100 J.D. and LL.M. candidates a comprehensive legal education in the midst of one of the world’s leading cities for law, business, finance, media and culture. Founded in 1976 by Yeshiva University, one of the finest research universities in the United States, the Benjamin N. Cardozo School of Law has a national reputation for a top-caliber faculty and an innovative academic program that includes a wide range of exciting and practical opportunities. Cardozo Law takes its academic mission seriously. The school's faculty members are known for being widely-published legal scholars, accomplished lawyers, and accessible teachers. They invite ongoing dialogue with their students—inside and outside of the classroom. Almost half of the faculty hold advanced degrees in other disciplines, making them particularly qualified to provide a well-rounded and rigorous legal education.

Political Donations
$1,000
2007

Former President of United States

$750
2004

Representative from Connecticut's 6th Congressional District

$500
2002

Minority Leader at Office of the Senate Minority Leader, Charles Schumer

Transactions
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1-800-flowers.com, Inc. purchases PersonalizationMall.com LLC from Bed Bath & Beyond Inc.

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Arkema SA, Arkema, Inc. purchase Arr-Maz Custom Chemicals, Inc. from Golden Gate Private Equity, Inc.

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Henry Schein, Inc. purchases North American Rescue LLC from Blue Wolf Capital Partners LLC

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