Howard Adler
Partner
27th Floor
New York, NY 10017
Howard advises on the executive compensation and employee benefits aspects of M&A transactions, including management rollovers, employment and severance arrangements, and the treatment of material employment liabilities. He also designs, negotiates, and implements equity-based, employment, separation, deferred compensation, change-in-control, and other compensation arrangements, and advises boards of directors on fiduciary duty and governance issues.
Howard advises on the executive compensation and employee benefits aspects of M&A transactions, including management rollovers, employment and severance arrangements, and the treatment of material employment liabilities. He also designs, negotiates, and implements equity-based, employment, separation, deferred compensation, change-in-control, and other compensation arrangements, and advises boards of directors on fiduciary duty and governance issues.
Experience
Previous Professional Experience
- Partner, Global law firm (2012–2026)
Representative Matters
- Represent management teams in connection with acquisitions and dispositions by private equity sponsors, including employment and severance and release agreements, rollover agreements, and new equity grants.
- Represented CEO of public company in connection with merger of equals, including co-venture arrangements with majority shareholder.
- Represented multiple buyers and sellers in M and A transactions, including for strategic and financial buyers, and in public and private and carve-out and platform deals.
- Preparation and negotiation of various equity compensation arrangements: Up-REITs, profits interests, phantom arrangements, and RSUs and stock options.
- Represent issuers and underwriters in primary and secondary offerings, including roll-up transactions, Securities Act disclosure and adoption of public company equity plans.
- Advise on compensation-related provisions of US Tax Code: including deferred compensation (409A) and golden parachute excise tax (280G) provisions.
- Legal compliance: 1934 Exchange Act, WARN Act, FLSA.
Education
- New York University School of Law, LLM, Taxation (1991)
- Harvard Law School, JD, cum laude (1986)
- Columbia University, BA, summa cum laude (1982)
Admissions
- New York
Previous Professional Experience
- Partner, Global law firm (2012–2026)
Representative Matters
- Represent management teams in connection with acquisitions and dispositions by private equity sponsors, including employment and severance and release agreements, rollover agreements, and new equity grants.
- Represented CEO of public company in connection with merger of equals, including co-venture arrangements with majority shareholder.
- Represented multiple buyers and sellers in M and A transactions, including for strategic and financial buyers, and in public and private and carve-out and platform deals.
- Preparation and negotiation of various equity compensation arrangements: Up-REITs, profits interests, phantom arrangements, and RSUs and stock options.
- Represent issuers and underwriters in primary and secondary offerings, including roll-up transactions, Securities Act disclosure and adoption of public company equity plans.
- Advise on compensation-related provisions of US Tax Code: including deferred compensation (409A) and golden parachute excise tax (280G) provisions.
- Legal compliance: 1934 Exchange Act, WARN Act, FLSA.
Media
Recognitions
- Chambers USA – Employee Benefits & Executive Compensation (New York)
Howard advises on the executive compensation and employee benefits aspects of M&A transactions, including management rollovers, employment and severance arrangements, and the treatment of material employment liabilities. He also designs, negotiates, and implements equity-based, employment, separation, deferred compensation, change-in-control, and other compensation arrangements, and advises boards of directors on fiduciary duty and governance issues.
Experience
The following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter.Previous Professional Experience
- Partner, Global law firm (2012–2026)
Representative Matters
- Represent management teams in connection with acquisitions and dispositions by private equity sponsors, including employment and severance and release agreements, rollover agreements, and new equity grants.
- Represented CEO of public company in connection with merger of equals, including co-venture arrangements with majority shareholder.
- Represented multiple buyers and sellers in M and A transactions, including for strategic and financial buyers, and in public and private and carve-out and platform deals.
- Preparation and negotiation of various equity compensation arrangements: Up-REITs, profits interests, phantom arrangements, and RSUs and stock options.
- Represent issuers and underwriters in primary and secondary offerings, including roll-up transactions, Securities Act disclosure and adoption of public company equity plans.
- Advise on compensation-related provisions of US Tax Code: including deferred compensation (409A) and golden parachute excise tax (280G) provisions.
- Legal compliance: 1934 Exchange Act, WARN Act, FLSA.
Education
- New York University School of Law, LLM, Taxation (1991)
- Harvard Law School, JD, cum laude (1986)
- Columbia University, BA, summa cum laude (1982)
Admissions
- New York
Practice Areas
- Chambers USA – Employee Benefits & Executive Compensation (New York)
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