Matthew Behrens is an associate in the Compensation, Governance & ERISA practice.

He focuses on all aspects of compensation and benefits, including corporate, securities, employment and tax laws and ERISA. He advises both U.S. and non-U.S. companies on corporate governance and disclosure matters related to executive compensation and employee issues implicated in mergers and acquisitions. He regularly counsels clients on equity-based incentives, deferred compensation programs and employment, retention and severance arrangements.

Prior to joining Shearman & Sterling LLP, Matt served as counsel to the pension and investment division of the New York State Common Retirement Fund.

• Bank of America as lead arranger, agent and letter of credit issuer and certain other asset-based lenders in connection with a $3.15 billion asset-based inventory financing for Macy’s Inventory Funding LLC
• Viacom in its acquisition of AwesomenessTV Holdings, LLC
• GEBr. Knauf KG in its $7 billion acquisition of USG Corporation
• The transaction committee of Gener8 Maritime, Inc. in its stock-for-stock merger with Eurnoav NV
• GE with respect to the sale of MRA Systems, LLC to Vision Technologies Aerospace Incorporated, a subsidiary of Singapore Technologies Engineering Ltd., for $630 million
• The independent directors of Wells Fargo in connection with the investigation of sales practices in the bank’s retail business
• Various individual executives in connection with the negotiation of employment and severance agreements
• The underwriters of Inspire Medical System, Inc.’s initial public offering of 7,762,500 shares of common stock
• Various companies with respect to employee securities offerings

Publications

• Author, “Embracing the Quasi-Clawback” with Doreen Lilienfeld, published by Corporate Board Member (second quarter, 2018)
• Author, “The US Department of Labor’s Final ‘Fiduciary’ Rule Incorporates Concessions to Financial Service Industry but Still Poses Key Challenges,” with Kenneth Laverriere, published by Emerald Group Publishing’s Journal of Investment Compliance (December 6, 2016)
• Author, “Attracting a Strong Board” with Mark Kessel and Doreen Lilienfeld, published by BioCentury (April 25, 2016)