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Alvin H. Brown
Of Counsel

425 Lexington Avenue
New York, NY 10017-3954
Phone:  (212) 455-3033
Fax:  (212) 455-2502
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Alvin H. Brown is the former Head of the Firm’s Executive Compensation and Employee Benefits Practice Group who, as part of the transitioning of management of the Group to the next generation, continues to practice as a member of that Group.  In that capacity, he addresses executive compensation and benefits matters in the context of domestic and international business transactions, but also has represented boards of directors and their special committees in connection with negotiations of arrangements with senior executives. He has provided advice in connection with the investment of pension funds, domestically and abroad, in both private and publicly traded investment vehicles, project financing and capital formation; designing and negotiating executive employment and compensation arrangements, specializing in leveraged buyout transactions. He has also had experience in negotiating with the Pension Benefit Guaranty Corporation (the U.S. agency responsible for guaranteeing pension plan benefits).

Representative engagements from his more than 30-year career include being responsible for the benefit and compensation issues in representing a consortium led by Kohlberg Kravis Roberts & Co. (KKR) and Texas Pacific Group in its acquisition of TXU Corp., the largest leveraged buy-out in history, the board of directors of Dow Jones Company in its acquisition by News Corp., CEMEX, S.A.B. de C.V., in its acquisition of Rinker Group Limited, a management-led consortium (consisting of Sol Kerzner, Istithmar PJSC, Whitehall Street Global Real Estate L.P., Providence and The Related Companies) in its acquisition of Kerzner International Limited consortium, KKR in its structuring and Amsterdam listing of KKR Private Equity Investors, and a consortium of private equity investors including Silver Lake Partners, Bain Capital, The Blackstone Group, KKR, Goldman Sachs and Providence Equity Partners in their acquisition of SunGard.  In the past, he negotiated the employee benefit and management incentive arrangements in the landmark acquisition of RJR Nabisco and designed and assisted in the implementation of one of the first global employee stock option plans for Duracell.

Mr. Brown became a partner at Simpson Thacher in 1989.  He received his B.A. with honors from Emory University in 1971, where he was a nominee for both a Rhodes Scholarship and Woodrow Wilson Fellowship and received his J.D. from the Columbia University School of Law in 1974, where he was a Wien Scholar and an Associate Editor of the Journal of Transnational Law. He is a member of the Bar in New York and has served as a member of the Employee Benefits Committee of the New York City Bar Association.  He has been a speaker at professional and private seminars and conferences, including bar association and PLI conferences.  He was named in the National Law Journal as among the top 40 benefits lawyers in America and was selected for inclusion by Euromoney Publications as one of the world's leading labor and employment lawyers.  More recently, he was included by Corporate Counsel in its Best Lawyers in America (Employee Benefits Law Edition), named by The Legal 500 and Chambers and Partners as a leading lawyer in the field, and included in the New York Times Best Lawyers and Super Lawyers of New York Metropolitan Area, and New York Magazine New York Area Best Lawyers.

Honors/Associations
•  The Association of the Bar of the City of New York
•  American Bar Association
•  New York State Bar Association
Publications
•  New Proposed Rules under IRC Section 162(m)
•  The Supreme Court Holds that Reformation of ERISA Plan Terms Due to False or Misleading Plan Summaries Does Not Strictly Require a Showing of Detrimental Reliance
•  IRS Issues Final Regulations Relating to Employee Stock Purchase Plans and the Reporting Requirements for Employee Stock Purchase Plans and Incentive Stock Options
•  IRS Establishes Corrections Program to Cure Deferred Compensation Defects Under Code Section 409A
•  "Incentive Compensation Guidance for All Banking Organizations Proposed," HR Banker (November 2009), co-authored with Andrea K. Wahlquist and Tristan M. Brown
•  December 31, 2009 Deadline Approaches for Amendments to Comply with Section 162(m) and to Correct Certain Section 409A Operational Failures
•  Federal Reserve Issues Proposed Incentive Compensation Guidance for All Banking Organizations
•  Treasury Issues New Employee Compensation and Corporate Governance Standards for TARP Recipients
•  Navigating the Swift Currents of “Underwater” Stock Options
•  American Recovery and Reinvestment Act of 2009: Provision of Premium Subsidy for COBRA Beneficiaries
•  American Recovery and Reinvestment Act of 2009: Restrictions on Employee Compensation Arrangements of TARP Recipients
•  New IRC Section 457A Prohibits Deferral of Compensation Paid by Offshore Funds and Certain Partnerships
•  Reminder: Transition Relief for Code Section 409A Deferred Compensation Arrangements Expires on December 31, 2008
•  Update: IRS Issues Transition Relief, but Affirms Its New Position under Section 162(m) Regarding “Good Leaver” Provisions
•  Client Alert: IRS Reverses Position under Section 162(m) Regarding “Good Leaver” Impact on Performance-Based Compensation Provisions
•  Client Alert: Transition Relief for Code Section 409A Deferred Compensation Arrangements Extended Until December 31, 2008
•  Client Alert: Transition Relief for Code Section 409A Deferred Compensation Arrangements Partially Extended Until December 31, 2008, Subject to Key Limitations
•  Fundamentals of ESOPs
•  IRS Extends Transition Relief for Code Section 409A Deferred Compensation Arrangements Through 2007
•  Overview of the New Pension Protection Act of 2006
•  Pension Protection Act of 2006 - Plan Assets and Prohibited Transaction Matters
•  IRS Issues Proposed Regulations Under Code Section 409A Covering New Deferred Compensation Rules
•  The New Deferred Compensation Rules
•  Responding To The New Deferred Compensation Legislation
•  NYSE Alert: New Corporate Governance Standard Requiring Shareholder Approval of Equity Compensation Plans
•  NYSE Clarifies New Corporate Governance Standard Requiring Shareholder Approval of Equity Compensation Plans
•  Stock Option Repricings: Financial Accounting and Tender Offer Compliance Issues
Admissions
•  New York 1975
•  U.S. District Court Southern District of New York 1975
•  U.S. Court of Appeals 2nd Circuit 1975
Education
•  Columbia Law School, 1974 J.D.
Lawrence Wien Scholar; The Journal of Transnational Law, Associate Editor
•  Emory University, 1971 B.A.
With Honors



•  Executive Compensation and Employee Benefits
 
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