Neil Leff’s practice emphasizes executive compensation and other benefits matters, particularly in the context of mergers and acquisitions, public offerings, bankruptcy reorganizations, spin-offs and other corporate restructurings.
Both in the transactional context and otherwise, Mr. Leff regularly counsels a broad range of clients, including large public companies, on matters relating to tax planning, securities laws and corporate governance, with emphasis on tax planning with respect to the treatment of deferred compensation arrangements, the excise tax applicable to so-called “golden parachute payments” and the limitations applicable to the tax deductibility of executive compensation, and securities law aspects of executive compensation including the SEC rules governing disclosure of executive compensation and recapture of so-called “short swing profits” under Section 16 of the Securities Exchange Act of 1934.
Mr. Leff also has advised clients with respect to the application of the special executive compensation rules applicable to companies that have received government assistance under the Troubled Asset Relief Program (TARP).
Mr. Leff repeatedly has been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business and The Best Lawyers in America. Representations have included:
- The Bank of N.T. Butterfield & Son Limited, Bermuda’s largest independent bank, in its exempt offering of US$200 million of its 8% noncumulative perpetual limited voting preference shares;
- Circuit City Stores, Inc. in its Chapter 11 bankruptcy, including a $1.1 billion debtor-in-possession financing and its approximately $1 billion liquidation;
- CME Group Inc. in its $9.5 billion acquisition of NYMEX Holdings, Inc., the parent company of the New York Mercantile Exchange, Inc.;
- Conseco, Inc. in its transfer of the stock of Conseco Senior Health Insurance Company to Senior Health Care Oversight Trust;
- Deutsche Bank AG in its acquisition of HedgeWorks, LLC, a hedge fund administrator;
- IAG Research, Inc. (a provider of television advertising evaluation services to test the effectiveness of commercials) in its $225 million acquisition by The Nielsen Company B.V.;
- National Grid USA, a distributor of electricity and natural gas, in its $2.9 billion divesture of Ravenswood Generating Station to TransCanada Corporation;
- Northern Trust Corporation in its sale of $1.5 billion of preferred stock and warrants to the U.S. Treasury under TARP;
- J.D., New York University, 1980 (Member, Annual Survey of American Law)
- B.A., Brooklyn College of the City University of New York, 1977
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