Overview

John D. Martini serves as the executive partner of the firm's Philadelphia office. Mr. Martini focuses his practice on all aspects of executive compensation and employee benefits. He frequently represents public companies, private equity firms and management teams in connection with all phases of the employment relationship. Mr. Martini assists employers and executives in assessing the market value and market terms of management compensation arrangements, while ensuring that those arrangements are delivered under a beneficial tax structure.

Mr. Martini's significant background includes employee benefit plans and arrangements, audits, design and review work. In addition, he handles complex Employee Retirement Income Security Act of 1974 (ERISA) litigation (including benefit claims, stock drop and fee litigation), fiduciary litigation and state law governed contractual disputes. Mr. Martini represents clients in a wide variety of industries, including healthcare and life sciences, energy and infrastructure, financial services and insurance, food service and various technology industries, across a range of geographical locations throughout the United States, Puerto Rico, United Kingdom, South America, France and China.

In addition, Mr. Martini regularly assists large public companies with various corporate governance issues implicating their compensation arrangements and frequently represents such companies' interests before the Internal Revenue Service, U.S. Department of Labor and institutional shareholders.

Experience

  • Provided counsel to Aetna on benefits and compensation matters in connection to its proposed sale to CVS, valued at $69 billion
  • Handled all the executive compensation and employee benefits work in connection to the $67 billion merger of Express Scripts and Cigna. Continue to provide ongoing support in these areas.
  • Provided counsel to Allergan on executive compensation, health and welfare benefits and qualified plans in connection to its $63 billion merger with AbbVie
  • Provided benefits and compensation advice to Cascadian Therapeutics' internal team in connection to its sale to Seattle Genetics, Inc. This included creation of new plans, participant communication and new governance structure, among other items.
  • Handled all of the employee benefits and executive compensation work in the acquisition of C. R. Bard by U.S. medical equipment supplier Becton Dickinson
  • Represented the incoming COO of a public life sciences company in a heavily negotiated complex employment agreement involving various forms of equity and incentive compensation
  • Represented a CEO with his new-hire employment agreement with the Swedish parent company of a medical technology company. Assisted with complex multi-jurisdictional tax structuring relating to CEO's employment agreement.
  • Provided legal advice for all executive employment agreements for a going-private transaction for a global life sciences company.
  • Drafted executive employment agreements for a major healthcare provider
  • Represented senior management in contract negotiations relating to a change-in-control scenario for a global life sciences company. Represented second-tier management in post-change-in-control negotiations.

  • Represented the management team of a large oil and gas fracking company in connection with a $2 billion acquisition by Blackstone LLC
  • Represented management team in connection with a $1 billion dollar acquisition of energy company
  • Provided compensation-related counsel to energy division of global private equity firm and its portfolio companies

  • Represented a global bank in reorganizing its governance structure. Partnered with in-house legal team and regional Federal Reserve to establish and adopt appropriate board charters, compensation packages and related policies that would meet the Fed's strict requirements. Advised on infrastructure necessary to have a fully functioning executive management team that operates independently from the parent company's management team.
  • Provided counsel to Enterprise on all executive compensation, employee benefits, health and welfare benefits, and ESOP fiduciary in connection to the acquisition of Trinity Capital Corp. and its Los Alamos National Bank in New Mexico.
  • Represented the management of Alliant Holdings, an insurance brokerage company, in connection with the $2.2 billion acquisition of Alliant Holdings by an affiliate of KKR.
  • Represented the management of HUB International, an insurance brokerage company, in connection with the $4.4 billion acquisition of HUB International by an affiliate of Heller & Friedman.
  • Drafted employment agreements, equity grants and related public filings in connection with corporate transactions, including mergers. acquisitions and initial public offerings, for a leading global private equity firm.

  • Represented the incoming CEO of Cobham, a leading global technology and services innovator company
  • Represented Tyco in all merger-related executive compensation and employee benefits matters in connection with the $3.9 billion merger between Tyco and Johnson Controls, including severance arrangements, 409A concerns, shareholder governance issues, PBGC negotiations and the approval of a new equity compensation plan
  • Represented the management team of ADT in a $12 billion going-private acquisition by Apollo Global Management LLC

Credentials

Education
  • Villanova University Charles Widger School of Law, J.D.
  • Grove City College, B.S.
Bar Admissions/Licenses
  • Pennsylvania
Memberships
  • Villanova Law Review, Associate Editor
Honors & Awards
  • The Business Journals', 2019 Influencers: Law
  • Chambers USA – America's Leading Business Lawyers guide, Labor & Employment: Employee Benefits & Compensation, 2012-2019

Speaking Engagements

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