Mitchel C. Pahl
Partner
Duane Morris LLP
1540 Broadway
New York, NY 10036-4086
USA
Phone: +1 212 692 1063
Fax: +1 212 214 0829
Email: MCPahl@duanemorris.com

Mitchel C. Pahl is a member of the firm's Employee Benefits and Executive Compensation Practice Group and is nationally recognized in this complex area with more than 25 years of experience. Mr. Pahl’s experience extends to several sub-disciplines within the field of employee benefits and executive compensation, including:

• Compensation & Benefit Plans: structuring, implementation and operation of full range of cash and equity executive compensation plans, tax-qualified retirement plans (including union multiemployer plans) and welfare benefit plans.
• Health Care: counseling regarding group health plans and health care reform.
• Private Equity: formation and day-to-day compliance matters involving private equity and alternative investment funds. Expertise extends to "upper tier" management compensation as well as matters involving ERISA Title I ("plan assets," REOCs, VCOCs, REITS and fiduciary counseling).
• SEC Compliance: public company compliance with SEC reporting, disclosure and governance requirements.
• Corporate Transactions: mergers/acquisitions, bankruptcy reorganizations, public offerings, joint ventures, corporate financings, management buyouts and other business transactions, including representation of targets and acquirors, lenders, borrowers, underwriters and management.
• Multinational Executive Compensation: special cross-border issues arising in connection with inbound and outbound expatriate executives.

In addition, Mr. Pahl's expertise extends to cross-border matters involving tax withholding, reporting and due diligence obligations of financial institutions arising under the Foreign Account Tax Compliance Act (FATCA).

Mr. Pahl has represented business interests in such diverse industries as insurance, energy, technology, retail, automotive parts, pharmaceuticals and other healthcare products, e-commerce, entertainment and new media.

Mr. Pahl is a 1984 cum laude graduate of Benjamin N. Cardozo School of Law, where he was Managing Editor of the Cardozo Law Review. He also holds an LL.M. in Taxation from New York University School of Law and is a cum laude graduate of the City University of New York, Queens College.

Areas of Practice

• Executive Compensation
• Tax-Qualified Plans
• Health and Welfare Benefits
• ERISA/Fiduciary Counseling
• Tax

Representative Matters

• Represented SJR Group LLC, a digital marketing and strategy company, in the sale of substantially all of its assets to a subsidiary of WPP plc, the world's largest communications services group.
• Advised Synopys, Inc., a world leader in electronic design automation, in its acquisition of Magma Design Automation Inc., a publicly traded provider of chip design software, for more than $500 million.
• Advised Datalogic S.p.A., a leading international producer of bar code readers and other data collection technologies headquartered in Bologna, Italy, in connection with its acquisition of Accu-Sort systems, Inc. from affiliates of Danaher Corporation.
• Advised Old Mutual plc, a London Stock Exchange-traded financial services company with operations in South Africa, the UK and North America, in the sale of Old Mutual’s US life insurance and annuity operations for $350 million to a subsidiary of Harbinger Group Inc.
• Advised Dell, Inc. in its acquisition of Compellent Technologies, Inc., a leading storage provider.
• Advised Synopsys, Inc. in connection with a complex acquisition of Optical Research Associates, which was wholly-owned by a United States tax-qualified employee stock ownership plan (ESOP).
• Advised JP Morgan and Anchorage Advisors in connection with their acquisition of a majority interest in Bally Total Fitness and the implementation of executive compensation arrangements as part of Bally’s emergence from Chapter 11 bankruptcy proceedings.
• Advised Duke Energy in its acquisition of Catamount Energy Corp. (formerly Diamond Castle Holdings) in a transaction with an estimated value of $240 million.
• Advised Bertelsmann AG in its $2.8 billion acquisition of Zomba Music Group.
• Advised Bertelsmann AG in the formation of a joint venture with Time Warner that created the largest vendor in the book club publishing market, with a transactional value estimated at $900 million.
• Advised Sabre Holdings Corporation in a $780 million sale of Sabre's IT infrastructure assets and airline outsourcing business to EDS, along with an award of a ten-year service contract to EDS valued at $2.2 billion.
• Advised Toys "R" Us in connection with its $6.6 billion sale to an investment group consisting of Bain Capital Partners, KKR and Vornado Realty Trust.
• Advised Prudential Insurance Company in the formation with Cousins Properties (REIT) of a joint venture valued at $685 million.
• Advised Wells Timber REIT with regard to ERISA aspects of an IPO.
• Advised Encore Hospitality in connection with a transaction with Five Arrows involving a roll-up of certain real property interests.
• Advised INEOS Phenol regarding the US aspects of its crossborder acquisition of Innovene, Inc. from BP PLC.

Professional Activities

• American Bar Association
  - Business Law Section
  - Chair, Subcommittee on International Executive Compensation, Committee on Employee Benefits and Executive Compensation
  - Labor and Employment Law Section
  - Co-chair, Subcommittee on Specialized Retirement Plans, Committee on Employee Benefits, 2007-2008
• Adjunct Professor, Taxation of Employee Benefits, Lubin School of Business, Pace University

Admissions

• New York

Education

• New York University School of Law, LL.M. Taxation, 1985
• Benjamin N. Cardozo School of Law, Yeshiva University, J.D., cum laude, 1984
  - Managing Editor, Cardozo Law Review
• City University of New York, B.A., cum laude, 1981

Honors and Awards

• Listed as a New York Super Lawyer, 2007-2008, 2012

Selected Publications

• Co-author, "U.S. Supreme Court Decisions on DOMA and Same-Sex Marriage Have Far-Reaching Implications for Employers," Duane Morris Alert, June 28, 2013
• Co-author, "What Are the Implications for Employers of the Supreme Court Decision Upholding the Patient Protection and Affordable Care Act?" Duane Morris Alert, June 28, 2012
• Co-author, "SEC Adopts Rules on Independence of Compensation Committees and Compensation Advisers; New Listing Standards to Be Proposed by September 25, 2012," Duane Morris Alert, June 27, 2012; published in Law360 Expert Analysis as "Challenging the Evasion of ERISA Pension Liability," July 3, 2012
• Author, "PBGC Asks Bankruptcy Court to Treat Prior Sale of Interest in Debtor As Prohibited Attempt to Evade ERISA Pension Liability," Duane Morris Alert, June 22, 2012
• Author,"New York State Proposes New Limits on Executive Compensation Paid by Recipients of State Funds," Duane Morris Alert, June 5, 2012
• Co-author, "SEC's Amended Executive Compensation Disclosure Rules: Aligning Equity Reporting With FAS 123R," BNA Journal Reports, Law & Policy, March 2007
• Co-author, "Investment Fund Ability to Accept Benefit Plan Money Expands Under Landmark Pension Act," Practical US & Domestic Tax Strategies, August 2006
• Author, "Negotiating Employee Benefit Issues in Cross-Border M&A Transactions," BNA ERISA Enforcement & Compliance Library, 2004
• Co-author, "US Inbound Restrictions Relating to Retirement Plans Holding Securities," International Tax Review, July/August 2003
• Co-author, "Multinational Executives," Chapter 14 of Executive Compensation (Treatise), New York Law Journal Press (updated periodically)

Selected Speaking Engagements

• Speaker, "FATCA Obligations Under The Mexico-U.S. Intergovernmental Agreement," University Club of Mexico, Mexico City, January 10, 2013
• Panelist, "FATCA for Trustees," 4th Trustee Meeting: Mexico–United States: A Commercial Link, Mexico City, November 8-9, 2012
• Panelist, "An Overview of U.S. Tax Compliance Issues and the Foreign Account Tax Compliance Act (FATCA)," STEP Mexico Video Conference, August 30, 2012
• Panelist, "ERISA – The Topic No Candidate Wants to Discuss," American College of Investment Counsel, 2012 Annual Spring Investment Forum, April 2012
• Moderator, Break-out Session, "Executive Compensation – Ways In Which Current Statutory Provisions & Regulations Have Accomplished Their Goals," American Bar Association Joint Committee on Employee Benefits, 2012 Government Invitational, March 2012
• Panelist, "IRC Section 457A Developments," International Executive Compensation Subcommittee, Business Law Section Fall Meeting, November 2009
• Panelist, "Marriage Equality: What Employers, Employees and Insurers Need to Know," Jointly Sponsored by Dewey & LeBoeuf and Empire State Pride Agenda, October 2009
• Moderator, "Hot Topics in International Executive Compensation – Sections 409A and 457A, Say on Pay and Corporate Governance," ABA Spring Meeting, Vancouver, April 2009
• Moderator, "Section 409A Considerations for Multinational Executives and Companies," August 2008
• Speaker, "Trends in Equity Compensation and Related Legal Matters," Financial Executives International presentation, June 2008
• Panelist, "Executive Compensation Panel," Client Seminar, September 2006
• Speaker, "ERISA and Section 409A Legal Update," New York Hedge Fund Roundtable, Spring 2006
• Speaker, "Special Considerations in International M&A Transactions," Specialty Presentation Series Sponsored by American Corporate Counsel Association, May 2006
• Speaker, "American Jobs Creation Act of 2004," Client Seminar, November 2004