Randall I. Cherkas is an associate in the Employee Benefits Practice Group of Pepper Hamilton LLP, resident in the Philadelphia office. His practice focuses on the representation of publicly traded and privately held companies in a wide range of executive compensation, employee benefits, corporate governance, and benefits-related securities matters.
Mr. Cherkas advises clients on the operation and compliance of tax-qualified benefit plans; the design and implementation of equity, incentive, and nonqualified deferred compensation arrangements; corporate governance and executive compensation disclosure requirements; and employment and severance arrangements.
Mr. Cherkas' practice also deals with employee benefits, executive compensation, and equity-related matters that arise in corporate transactions, such as mergers and acquisitions, public offerings, leveraged ESOPs and private equity investments. Accordingly, he actively works with employers to manage the transition of employees and their benefits during such a transaction and any post-closing integration issues.
Recent representations in which Mr. Cherkas has been involved include:
- assisting the compensation committee of a publicly traded financial services company with structuring and implementing compensation programs under the Troubled Asset Relief Program (TARP) and the Dodd–Frank Wall Street Reform and Consumer Protection Act
- representing senior management group in connection with the $3.1 billion sale of a leading wireless and wired technologies provider and management group’s continued employment with the buyer
- representing senior management group in connection with the $1.13 billion sale of a regulated public utility company and natural gas and propane distributor
- negotiating employment agreement and equity arrangements for incoming president and chief executive officer of international medical technology company
- representing private equity funds in connection with the investment in, acquisition and disposition of portfolio companies, including:
- the $110 million sale of a value-added industrial rubber products distributor
- the $90 million private equity investment in a registered transfer agent who provides shareholder services to mutual funds
- the $47 million acquisition by a fund portfolio company of a plumbing supply wholesale distributor
- representing public and private entities in corporate transactions, including:
- the $400 million sale of a biopharmaceutical company focused on the development of novel antibiotics
- the $150 million initial public offering of a specialty value merchandise retailer targeted at teen and pre-teen customers
- the $123 million sale of a computer data centers operator that secures data and offers disaster recovery solutions
- the $87 million sale of a manufacturer of bioreactors, mixers and processors used by the pharmaceutical industry
- the $80 million sale of a retirement plan recordkeeping and administrative services provider with a particular focus on Web-enabled technology services
- the $43 million sale of a pharmaceutical management, products and related support services provider
- the $35 million joint venture acquisition of a regional truckload and logistics carrier
- the $35 million acquisition of a supply chain management consulting firm used by the aerospace, defense and capital equipment industries
- preparing applicable annual and corporate transaction proxy statement sections and securities-related disclosure forms for publicly traded entities
- counseling with respect to Internal Revenue Code Section 280G golden parachute payments, Section 162(m) compensation cap rules, and Section 409A deferred compensation arrangements
- representing clients before the Department of Labor and Internal Revenue Service in connection with benefit plan corrections and tax-qualification determinations.
Mr. Cherkas’ publications include:
- “IRS Provides Administrative Guidance on Excludable Transportation Benefit Limits, Retroactively Increased as of January 1, 2012,” Employee Benefits Client Alert, Pepper Hamilton LLP (January 25, 2013)
- “NYSE and NASDAQ Compensation Committee and Compensation Advisers Listing Standards,” Corporate and Securities/Executive Compensation Client Alert, Pepper Hamilton LLP (January 22, 2013)
- “409A Update: Employment Agreements Requiring Executed Releases May Need to Be Amended by December 31,” Executive Compensation Client Alert, Pepper Hamilton LLP (November 21, 2012).
Prior to joining Pepper, Mr. Cherkas was an employee benefits and executive compensation associate in the Philadelphia office of a leading international law firm and an extern at the U.S. Securities and Exchange Commission.
Mr. Cherkas is a 2002 graduate of the University of Colorado. He earned his J.D. in 2007 from the New England School of Law, where he was a Robert S. Marcus Memorial Scholar and associate editor of the New England Journal of International and Comparative Law. Mr. Cherkas earned an LL.M. in taxation from Georgetown University Law Center in 2008.
