Edward J. Rayner has extensive experience in ERISA, executive compensation and employee benefits law. Mr. Rayner's practice encompasses all aspects of pension plan investments, executive compensation and employee benefits, and he has extensive experience negotiating employment agreements and severance agreements for CEOs, chairpersons and senior executives of major corporations. He has regularly advised clients on all aspects of ERISA's fiduciary responsibility rules and has a great deal of experience advising funds on those rules. He also has extensive experience with ERISA and executive compensation issues in mergers and acquisitions.
Mr. Rayner’s funds/ERISA experience includes the following matters:
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Setting up plan asset funds and establishing investment procedures for such funds to comply with ERISA's fiduciary obligations;
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Structuring funds and other vehicles to avoid plan asset status by remaining below the 25% threshold;
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Using the Venture Capital Operating Company/Real Estate Operating Company exemptions under the plan asset regulation and structuring the prospective investments by funds to comply with those exemptions;
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Structuring certain corporate and structured finance vehicles to comply with ERISA's requirements; and
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Representing both borrowers and lenders, including banks and insurance companies, with respect to ERISA provisions in credit agreements.
Mr. Rayner has negotiated employment agreements, equity arrangements and separation agreements for a wide range of clients, including a major pharmaceutical company, a CEO of a major computer manufacturer, the vice chairman of a major financial company, the divisional president of a major fashion designer, and presidents of two major media companies. He has represented the Enron Creditor's Committee in negotiating employment arrangements for an Enron CEO. Mr. Rayner has also represented a large number of prominent private equity funds in negotiating employment and equity arrangements for CEOs and other senior executives of various portfolio companies.
Mr. Rayner has represented the following clients in merger and acquisition transactions with respect to ERISA and executive compensation: Corestates in First Union Merger ($16B); Frontier in Global Crossing merger ($11B); Blackstone in Allied Waste-Browning Ferris merger ($10B); Universal Studios in Home Shopping Network investment ($4.1B); KN Energy in Midcon acquisition from Occidental ($4B); Kerr-McGee in Oryx merger ($3.5B); Seagram in sale of Tropicana to PepsiCo ($3.3B); and Tyson in IBP merger ($3.2B).
Mr. Rayner is the author of "The Pension Protection Act's Fiduciary Provisions" in
Benefits & Compensation Digest (January 2007), “QPAM Exemption Amended” in
AIMA Journal (Winter 2005) and “ERISA's Top Hat Exemption: A Primer,” in
Tax Notes (April 7, 2003), and co-author of “Recent Developments Affecting Employee Stock Options” in
Wall Street Lawyer (April 2003). He is a frequent ERISA speaker at conferences, including PLI, Institutional Investor, GAIM and Marhedge conferences.
Mr. Rayner was listed in
The Best Lawyers in America (2008-2010) in the field of Employee Benefits Law (Copyright 2006 by Woodward/White, Inc., of Aiken, S.C.).
Mr. Rayner received his LL.M. in Taxation, first in class, from New York University School of Law in 1995; his Juris Doctor,
magna cum laude, from the University of Illinois College of Law in 1991; and his Bachelor of Science in Computer Science from Columbia University in 1988. He is admitted to the New York bar and the U.S. District Courts for the Southern and Eastern Districts of New York.