Gary S. Rothstein

Partner

Gary Rothstein is a partner in Morgan Lewis's Employee Benefits and Executive Compensation Practice, with over 20 years experience. Mr. Rothstein's practice encompasses a broad range of employee benefit matters, with a special expertise in the areas of mergers and acquisitions, and executive and equity-based compensation.

Mr. Rothstein has been involved in hundreds of mergers and acquisitions, ranging from middle market transactions to multi-billion dollar public transactions. In these transactions, he assists in assessing employee benefit-related liabilities, negotiating the allocation of these liabilities, and advising with respect to post-closing benefit coverages for the acquired workforce, as well as compensation and equity arrangements for the acquired executives. In this regard Mr. Rothstein has a special skill-set in the context of private equity buyouts of both public and non-public companies, having on numerous occasions represented the private equity investors, as well as the management team. Representative transactions include his representation of management in the leveraged buy-outs of Sungard Data Systems and Neiman Marcus Group, and the representation of the sponsors in the leveraged buy-outs of Linens 'n Things, Inc. and Quintiles Transnational Corporation.

Mr. Rothstein advises public companies, companies preparing for a public offering or sale, and emerging companies regarding design and implementation of equity compensation arrangements. He possesses a unique set of skills in this area that includes not only tax knowledge, but also a thorough understanding of the securities laws and accounting principles that are relevant in designing equity-based compensation programs.

Mr. Rothstein also devotes a significant portion of his practice to executive contracts. This would include the drafting and negotiating of employment agreements for newly hired executives and separation agreements for existing executives, as well as agreements that provides severance protection in the event of a change in control of the executive's employer.

Mr. Rothstein is admitted to practice in New York.