Victoria H Zerjav

  • T 203.905.4538
  • T 212.513.3555

Victoria Zerjav provides sophisticated client counseling as an executive compensation and employee benefits attorney from two offices in Stamford and New York City. She has extensive experience in executive compensation, employee benefits and employee relations, including in connection with mergers and acquisitions and other strategic transactions. Ms. Zerjav regularly represents Fortune 1000 companies, private equity-backed businesses and venture capital entities with respect to complex employee benefit plan and compensation issues.

Ms. Zerjav is praised for her pivotal role in identifying and resolving concerns in advance of a transaction's next steps and integrating employees and benefits post-transaction. She counsels management and boards in corporate governance and designing effective compensation arrangements, and counsels individual executives on compensation-related concerns that arise before, during and after employment relationships.

Management Teams and HR Professionals

Ms. Zerjav helps management teams, shareholders, investment and compensation committees, and HR professionals understand and comply with the many requirements and regulations under ERISA, the Internal Revenue Code, securities laws, and other concerns that affect their equity, pension, and health and welfare plans. She is well-versed in analyzing and designing incentive plans, deferred compensation plans, supplemental executive retirement plans, and golden parachute concerns.

Examples of her recent work include:

  • counseled non-U.S. entity on terms for adoption of equity plan and agreements
  • advise UK entity on equity grants to U.S. employees for SEC compliance
  • counsel on executive employment and separation agreements
  • advised church plans with fiduciary advice regarding pension plan
  • guided client to choose and modify group medical and life insurance and other welfare benefit plans, ensured all plan documents are updated, and drafted and amended plan documentation
  • guided client with practical steps to help avoid liability from potential breach of fiduciary responsibilities
  • advised plan administrators on creating investment policy and statements consistent with plan terms and applicable law, and established procedures for checks and balances in following the policies, plan and trust documents
  • drafted and negotiated trust agreements and ensured compliance with documentation

Private Equity Entities, Operating Companies and Public Companies

For this wide range of client types, Ms. Zerjav guides clients with high-quality, tailored solutions regarding the intricate issues relating to mergers, acquisitions and other transactions. She advises sellers on how to protect their benefit plans, executives, and employees before and after an acquisition. Ms. Zerjav also counsels buyers on avoiding unwanted liabilities, retaining key employees and transitioning benefit plans in a merger or acquisition. She brings a substantial background in handling the due diligence, as well as drafting and negotiating the agreements that specify the rights and obligations of all parties. In her practice, both costs and administrative burdens relating to integration – along with other “hot button” concerns –  are addressed in a holistic manner.

In particular, clients call on Ms. Zerjav to analyze benefit plans and other benefit programs for hidden liabilities, including addressing complicated action items under Sections 409A, 280G and 162(m).

Ms. Zerjav has in-depth experience partnering with clients' corporate counsel (including from different firms) on mergers and acquisitions in both the role as company benefits deal counsel (addressing employee and benefits liability allocations in deals) and company benefits counsel (addressing benefits concerns specific to the client), focusing on specific issues and vetted, workable solutions for the client with respect to the client's specific benefits in the context of the transaction, as well as in connection with integration post-transaction. She is equally savvy in helping individual executives on compensation-related concerns that arise before, during and after employment relationships, including concerns with employment rights, severance, equity and other executive compensation arrangements.

Examples of her recent work include:

  • assisted Fortune 100 company in each of its acquisitions and divestitures, partnering closely with her counterparts on the corporate team, and, depending on the transaction, functioned as outside in-house benefits counsel
  • advised venture capital and private equity funds on complex benefit plan issues involving acquisitions and sales, including purchase/sale of equity interests/assets
  • drafted cash phantom stock plan for private company in anticipation of M&A deal
  • advise on securities law and tax compliance as well as governance matters
  • drafted provisions for transactional documents to outline the division of responsibilities for employee benefit liabilities and related necessary representations/disclaimers, including evaluating controlled group issues
  • advised on legislative requirements of 401(k) plans and collectively bargained pension plans; drafted and amended plan documentation
  • counseled on plan compliance under Section 409A concerning deferred compensation, including cash and equity-based plans and awards
  • analyzed applicable Section 280G payments and drafted shareholder approval disclosures
  • negotiated plan liability provisions involved in financing arrangements, including agreements for bank loans

Many clients further seek the firm’s resources in light of Ms. Zerjav’s dedication to her clients, and she frequently collaborates with highly accomplished attorneys and professionals within the firm’s Corporate Services, Banking and Finance, Taxation, Mergers and Acquisitions, Public Companies and Securities, Private Equity and Litigation practices. Her value-added approach helps clients focus on their short and long-term business goals.

In the legal community, Ms. Zerjav presents on topics such as Code Section 409A, HIPAA, executive compensation, U.S. Securities and Exchange Commission (SEC) compensation disclosure rules, and ERISA fiduciary concerns. She also leads the Stamford office’s initiatives on behalf of the Public and Charitable Service Department, helping to champion community service, charitable giving and pro bono legal service throughout the northeast.

Honors & Awards

  • New Leader in the Law, Connecticut Law Tribune, 2014
  • Volunteer of the Year Award, United Way of Western Connecticut, 2014
  • U.S. Legal 500, Privacy in Employment Law, 2013
  • Order of the Coif


  • American Bar Association, Real Property, Trust and Estate Law Section, Non-Qualified Deferred Compensation Committee, Co-Vice Chair