Erica Schohn advises clients on the executive compensation and benefits aspects of complex corporate transactions.

Erica draws on extensive experience of regulatory and tax frameworks to guide public and private companies and their boards, private equity sponsors, and senior executives through their most significant matters involving:

  • Mergers and acquisitions
  • Public offerings
  • Capital markets transactions
  • Private equity matters
  • Executive retention, transition, and incentive arrangements in sponsor-backed and strategic transactions
  • Designing and implementing equity and other compensation programs
  • SEC rules governing executive compensation disclosure
  • Corporate governance matters relating to compensation
  • Tax planning for deferred compensation, excess parachute payments, and deductibility limitations

A recognized thought leader, Erica is the author and editor of Bloomberg BNA’s Section 409A Handbook and speaks frequently on cross-border employee matters, data privacy, executive compensation, and corporate governance.

Before joining Latham, Erica led the executive compensation and benefits practice at another global law firm.

Erica’s experience includes advising:

Aerospace and Defense

  • Crane on separating into two independent, publicly traded companies*
  • Embraer S.A. and subsidiary Embraer Aircraft Holding on UAM’s (d/b/a Eve) merger with Zanite Acquisition Corp. at an equity value of US$2.9 billion*
  • Triumph Group on its going-private acquisition by affiliates of Warburg Pincus and Berkshire Partners at an enterprise value of US$3 billion*

Consumer Products and Retail

  • D.S. & Durga on selling a majority stake to Manzanita Capital UK*
  • Foot Locker on its US$2.4 billion acquisition by DICK’s Sporting Goods*
  • InvestIndustrial on its going-private acquisition of TreeHouse Foods at an enterprise value of US$2.9 billion*
  • JAB Holding on its US$7.5 billion acquisition of Panera Bread*
  • Keurig Green Mountain on its US$18.7 billion acquisition of Dr Pepper Snapple Group*
  • Krispy Kreme on its:
    • US$500 million IPO of common stock*
    • US$350 million sale of a majority stake in Insomnia Cookies to Verlinvest and Mistral Equity Partners*
  • LL Flooring Holdings and certain subsidiaries on selling 219 stores to F9 Investments as part of its voluntary chapter 11 filing*
  • L’Occitane International on its proposed acquisition of 83% of Sol de Janeiro Holdings at an enterprise value of US$450 million*
  • The Kraft Heinz Company on separating into two independent, publicly traded companies through a tax-free spinoff*
  • MasterBrand on acquiring American Woodmark at an enterprise value of US$3.6 billion*
  • Prada on its €1.25 billion acquisition of Gianni Versace from Capri Holdings, including brand and related intellectual property analyses and structuring*
  • Waldencast Acquisition Corp. on its three-way merger with Obagi and Milk Makeup at an enterprise value of US$1.2 billion*

Energy and Infrastructure

  • Air Products and Chemicals on the US$1.8 billion sale of its liquefied natural gas (LNG) process technology and equipment business to Honeywell International*
  • ALLETE on its US$6.2 billion going-private acquisition by a consortium including Canada Pension Plan Investment Board and Global Infrastructure Partners*
  • Deep Blue Midland Basin on its:
    • US$750 million acquisition of Environmental Disposal Systems from Diamondback Energy*
    • Formation through a joint venture between Five Point Energy and Diamondback Energy*
  • Devon Energy on:
    • Acquiring Coterra Energy at an enterprise value of US$58 billion*
    • Its merger of equals with WPX Energy at an enterprise value of US$12 billion*
  • Five Point Infrastructure on forming and funding PowerBridge with an equity commitment of up to US$1 billion*
  • Valaris on its US$5.8 billion acquisition*

Financial and Asset Management

  • Alexander & Baldwin on its US$2.3 billion going-private acquisition by a joint venture formed by MW Group and funds affiliated with Blackstone Real Estate and DivcoWest*
  • Citigroup and its affiliates on its US$2.3 billion sale of a 25% stake in Grupo Financiero Citibanamex to a company owned by Fernando Chico Pardo and members of his immediate family*
  • Janus Henderson Group on its US$7.4 billion going-private acquisition by Trian Fund Management and General Catalyst Group Management*
  • Nasdaq on:
    • Selling Solovis to Insight Partners*
    • Spinning off its private market trading platform to create a joint venture with SVB Financial Group, Citigroup, The Goldman Sachs Group, and Morgan Stanley*
  • S&P Global on the:
    • Carve-out sales of its enterprise data management and thinkFolio businesses to funds affiliated with STG Partners*
    • US$975 million sale of its engineering solutions business to investment funds managed by KKR & Co.*

Healthcare, Life Sciences, and Pharmaceuticals

  • BioCryst Pharmaceuticals on selling its European ORLADEYO business to Neopharmed Gentili for US$250 million upfront and up to US$14 million in future milestone payments*
  • Centene on:
    • Its US$17.3 billion merger with WellCare Health Plans*
    • Governance enhancements and its entry into a cooperation agreement with activist shareholder Politan Capital Management, where five new directors will join Centene’s board*
    • Its US$750 million sale of Magellan Specialty Heath to Evolent Health*
    • Acquiring Magellan Health at an enterprise value of US$2.2 billion*
  • Cotiviti, a Veritas Capital portfolio company, on its US$3.4 billion acquisition of the payment integrity and population health management businesses of HMS Holdings from Gainwell Technologies*
  • Endo International and certain of its affiliates on their chapter 11 cases in the US Bankruptcy Court for the Southern District of New York, involving US$7 billion in debt and mass tort claims*
  • Endo International on its chapter 11 reorganization to complete its financial restructuring with substantially all assets being sold to a new entity, Endo*
  • International Flavors & Fragrances on the US$2.85 billion sale of its pharma solutions business unit to Roquette Frères*
  • The special committee of the independent directors of Myovant Sciences on Sumitovant Biopharma’s US$1.7 billion acquisition of the remaining stake in Myovant it did not already own*

Insurance and Insurtech

  • Duck Creek Technologies, an Apax Partners portfolio company, on its US$2.6 billion acquisition by Vista Equity Partners*
  • Independence Pet Holdings on its US$1.5 billion acquisition of Embrace Pet Insurance Agency from NSM Insurance Group*
  • JAB Holding on its US$3 billion acquisition of Prosperity Life Group from Elliott Investment Management*
  • Manulife Financial on acquiring a 75% stake in Comvest Credit Partners through its global wealth and asset management segment for US$938 million upfront and US$338 million in future milestone payments*

Logistics and Transportation

  • FedEx on spinning off FedEx Freight into a publicly traded company*
  • Union Pacific on acquiring Norfolk Southern at an enterprise value of US$85 billion*

Materials and Manufacturing

  • Berry Global Group on its acquisition by Amcor at a combined enterprise value of US$37 billion*
  • Stanley Black & Decker on its:
    • US$1.8 billion sale of Consolidated Aerospace Manufacturing to Howmet Aerospace*
    • US$760 million sale of its attachments and handheld hydraulic tools business to Epiroc*

Entertainment, Sports, and Media

  • SIGNA Sports United on its merger with Yucaipa Acquisition, including acquiring WiggleCRC Group, at an enterprise value of US$3.2 billion*
  • Tether on launching Twenty One Capital through a merger with Cantor Equity Partners*
  • Vimeo on its US$1.38 billion acquisition by Bending Spoons*
  • The XFL on:
    • Relaunching as a professional football league following its acquisition by Redbird Capital Partners, Dwayne “The Rock” Johnson, and Dany Garcia*
    • Merging with the United States Football League to create the United Football League*

Technology

  • Apax Partners on:
    • Acquiring a co-controlling interest in ECI Software Solutions from Leonard Green & Partners*
    • Acquiring EveryAction from Insight Partners and Social Solutions from Vista Equity Partners, combining with CyberGrants to form a company with an enterprise value of US$2 billion, the largest M&A transaction in the history of the social good software sector*
  • Capgemini on its US$3.3 billion acquisition of WNS (Holdings)*
  • Nokia on its US$2.3 billion acquisition of Infinera*

*Matter handled prior to joining Latham

Bar Qualification

  • New York

Education

  • JD, Duke University School of Law, 2003
    magna cum laude
  • BA, Pennsylvania State University, 2000
    high honors