• Prepared and filed CEI's proxy statement and Section 16 insider reports for director and executive officers.• Prepared CEI annual stockholders’ meeting materials and worked with internal team on day-of-meeting activities.• Provided advice and counsel on director compensation matters, executive compensation practices, corporate governance trends, and insider trading policy. • Prepared and reviewed director and officer questionnaires and related person transactions materials.• Prepared and reviewed annual schedule of activities, agendas, minutes, presentations, memoranda, and resolutions for CEI, CECONY and O&R boards and committees, including the governance/nominating and compensation committees.• Managed internal team responsible for maintaining subsidiary information.• Tracked and provided advice and counsel on federal securities laws, NYSE rules, and NY Business Corporation laws as they relate to shareholders, directors, and officers.

Executive Compensation and Employee Benefits• Negotiated and advised clients on compensation and benefits aspects of various corporate transactions such as mergers, acquisitions, divestitures, exchange offers, tender offers and initial public offerings.• Prepared, negotiated and advised clients on stand-alone and transaction-related employment agreements, separation agreements, consulting agreements, change in control agreements, waiver and release agreements, restrictive covenant agreements, equity and non-equity incentive plans and nonqualified deferred compensation plans.• Reviewed and assisted with the preparation and filing of various securities law related documents, including proxy statements, Form S-8s, Section 10(a) prospectuses, Form 8-Ks and Section 16 insider reports.• Advised clients on compliance with various federal and state securities laws, including proxy rules, stock exchange rules, Section 16 insider report rules, Rule 701 employee offering rules, Regulation D private placement rules and bluesky laws.• Advised clients on various federal taxation law issues, including Sections 409A, 162(m) and 280G, and various discrete employment law issues, including reduction in force programs, long-term disability issues, sexual harassment policies, wage law issues, ADEA issues and WARN issues.

Split time between M&A and Executive Compensation and Employee Benefits

Manhattan's Criminal Defense Division• Drafted motions, conducted research and drafted memorandums on various legal issues, including identification law, search and seizure, assault, accomplice liability, right to a prompt arraignment and analysis of foreign statutes.• Conducted investigations, located inmates, interviewed clients and complaining witnesses, and drafted discovery requests and motions in preparation for hearings and trials.