Greg Grogan is a Partner in the Firm’s Executive Compensation and Employee Benefits Practice Group.  His practice focuses on executive compensation and employee benefits in connection with corporate transactions, with a particular focus on private equity and leveraged buyouts.  Mr. Grogan also frequently advises boards of directors and compensation committees with regard to CEO succession matters, including in recent years at Washington Mutual, Wachovia, Hilton Hotels, Gannett, Equity Office Properties, Dana Holdings, Teleflex, Apria Healthcare, Pinnacle Foods, DJO and Klöckner Pentaplast.

Mr. Grogan provided executive compensation advice in connection with the following private equity transactions:

• Blackstone’s acquisitions of Equity Office Properties, Hilton Hotels, SeaWorld Parks (f/k/a Busch Entertainment), Centro’s retail shopping malls, GSO Capital, Apria Healthcare, Performance Food Group, RGIS, Pinnacle Food Group, Birds Eye Foods, Polymer Group, Alliant Insurance, Travelport, AlliedBarton, Bayview Financial, ReAble Therapeutics/DJO, Merrill Lynch Asia’s real estate investment business, a portfolio of Sunwest’s assisted living properties and China National Bluestar and Blackstone’s minority investment in Patria;
• Carlyle, Centerbridge and Blackstone’s investment in a newly chartered federal savings bank that acquired the banking operations of BankUnited FSB from the FDIC (and subsequent IPO);
• Centerbridge’s acquisitions of GSI, American Renal Associates and Remedi SeniorCare (and Centerbridge’s pending sale of GSI to AGCO);
• BC Partners and Silver Lake Partners’ acquisition of MultiPlan;
• Carlyle’s investment in Hampton Roads Bankshares;
• Thomas H. Lee Partners’ acquisition of Sword Insurance;
• Tyco International’s sale of a portion of its electrical and metal products business to Clayton Dubilier & Rice;
• Wells Fargo’s sale of H.D. Vest Financial Services to Parthenon Capital Partners;
• J.P. Morgan Asset Management and Water Asset Management’s take-private acquisition of Southwest Water Company;
• Terra Firma’s acquisition of EverPower Wind;
• S.A.C. Private Capital’s acquisition of Taiwan’s Cosmos Bank;
• LPL Financial Services’ sale to TPG and Hellman & Friedman; and
• financing of 3G’s acquisition of Burger King and Cerberus Capital’s acquisition of Chrysler.

Mr. Grogan provided executive compensation advice in connection with the following non-buyout transactions:

• Microsoft’s $8.5BN acquisition of Skype from an investor group led by Silver Lake Partners;
• Anheuser-Busch’s all-cash $52BN merger with InBev (advising Anheuser’s outside directors);
• Tyco’s announced separation of the company into three standalone public companies with an estimated value of $18 billion;
• Tyco International’s part-stock, part-cash $2BN acquisition of Broadview Security (f/k/a Brink’s Home Security) and Tyco’s acquisition of Chemguard;
• PPL’s $7.6BN acquisition of E.ON US LLC;
• AIG’s $4.8BN sale of its Japan-based life insurance subsidiaries;
• Ameriprise’s $1BN acquisition of Bank of America’s long-term asset management business Columbia Management;
• CBRE’s $940MM acquisition of the global real estate investment management business from ING;
• Bowne & Co.’s $500MM all-cash merger sale to R.R. Donnelley & Sons;
• AOL’s $850MM acquisition of Bebo;
• Graham Packaging’s $4.5BN sale to Reynolds Group;
• Dongwon’s $363MM acquisition of StarKist from Del Monte;
• Linde Group’s $310MM sale of its retail gas operations to Airgas;
• financing of Warner Chilcott’s acquisition of P&G’s pharmaceutical business and Kraft Foods’ acquisition of Cadbury; and
• Blackstone’s initial public offering (issuer’s counsel) and Dunkin’ Brands’ initial public offering (underwriters’ counsel).

Prior to joining the Firm’s Executive Compensation and Employee Benefits Practice Group, Mr. Grogan had extensive experience advising principals and financial advisors in connection with mergers and acquisitions, including the independent directors of Fox Entertainment in connection with News Corp’s unsolicited tender offer for Fox; Coors in its merger of equals with Molson; the Santo Domingo family in its sale of Latin American brewer Bavaria S.A. and Washington Mutual in the sale of its consumer finance business to Citigroup.  He also represented KKR and Blackstone in numerous M&A transactions.

Mr. Grogan joined Simpson Thacher in 2000 and became a partner in 2007.  He received his J.D., cum laude, from Georgetown University Law Center in 1998, where he was Senior Editor of the Journal of Law and Policy in International Business, and his B.A., in Journalism and Political Science, from California State University, Northridge, in 1995.

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
•	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
•	Sarbanes-Oxley Act of 2002, SEC Initiatives and NYSE Listing Standards: A Compliance Checklist
•	SEC Adopts Final Rules Concerning Executive Compensation and Related Disclosure
•	SEC Amends Form 8-K Disclosure Requirements and Accelerates Filing Deadline
•	Corporate Alert: SEC Amends Form 8-K Disclosure Requirements and Accelerates Filing Deadlines
•	Corporate Governance Alert: SEC Proposes Rules Granting Large Long-Term Shareholders Access to the Company's Proxy Statement for Director Nominees
•	Corporate Governance Alert: Preparing for the SEC's Proxy Access Proposals
•	Corporate Governance Alert: Complying with the SEC's Final Disclosure Rules Regarding the Director Nomination Process and Shareholder-Director Communications
•	Corporate Governance Alert: SEC Proposes Rules To Provide Shareholders Access To Company Proxy Statements for Director Elections
•	CEO/CFO Certification Update: New Section 302 Certification Text and New Exhibit Requirements for Section 302 and 906 Certifications
•	Application of the Sarbanes-Oxley Act to Voluntary Filers of Periodic Reports with the SEC
•	SEC Adopts Auditor Independence, Audit Committee Communication and Record Retention Rules Pursuant to Sarbanes-Oxley
•	CEO/CFO Certification Update: SEC Proposes Procedures for Certifications Under Sections 302 and 906 of Sarbanes-Oxley Act
•	SEC Proposes Rules Pursuant to the Sarbanes-Oxley Act: Financial Experts, Codes of Ethics, Internal Controls Assessments and Improper Influence on Auditors
•	SEC Adopts New CEO / CFO Certification Rules Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
•	Sarbanes-Oxley Act of 2002 Supplemental Memorandum No. 2: The Insider Lending Provisions
•	Sarbanes-Oxley Act of 2002: Supplemental Memorandum No. 1
•	Sarbanes-Oxley Act of 2002: CEO/CFO Certifications, Corporate Responsibility and Accounting Reform

Admissions

•	New York 2001

Education

•	Georgetown University Law Center, 1998 J.D. cum laude; Journal of Law and Policy in International Business, Editor, Senior Editor, 1996 - 1998
•	California State University, Northridge, 1995 B.A.