Jeannemarie O’Brien is a partner in the New York law firm of Wachtell, Lipton, Rosen & Katz, where she is active in the firm’s merger and acquisition practice, focusing on the executive compensation and employee benefits aspects of transactions, with a particular emphasis on transactions involving financial services institutions. She has been involved in over $500 billion of mergers and acquisitions transactions over the last decade. Ms. O’Brien also advises companies and their boards on governance issues and assists companies and senior executives on executive compensation matters in both the public and private sectors, and has particular expertise regarding the compensation structures at financial institutions.
The transactions in which Ms. O’Brien has been involved include many major financial institution transactions, both bank and non-bank, including: City National/Royal Bank of Canada; National Penn Bancshares/BB&T; Chubb/ACE Limited; Hilltop Holdings/Plains Capital; CapitalSource/PacWest Bancorp; Umpqua Holdings Corporation/Sterling Financial Corporation; Huntington Bancshares/Camco Financial; Marshall & Ilsley/Bank of Montreal; Alleghany Corporation/Transatlantic Holdings; Comerica Incorporated/Sterling Bancshares, Inc.; Bank of America Corporation/Merrill Lynch; Wells Fargo/Wachovia; Countrywide/Bank of America Corporation; FleetBoston Financial Corp./Bank of America Corporation; MBNA/Bank of America Corporation; J.P. Morgan/Bank One; J.P. Morgan/Bank of New York; Warburg Pincus/The Mutual Fund Store and TMFS Holdings, LLC; Bank of America Corporation in its sale of Balboa Insurance Group to QBE Holdings, Inc. She also has been involved in transactions outside of the financial sector, including: Pfizer Inc./Allergan plc; United Technologies (Sikorsky Aircraft)/Lockheed Martin; Carefusion/Becton Dickinson; Cox Automotive/Dealertrack Technologies; United Technologies Corporation/Goodrich Corporation; Thermo Fisher Scientific/Life Technologies Corporation; Vantiv/Mercury Payments Systems; Leap Wireless/AT&T; Rayonier Inc.’s spinoff of its performance fibers business; and CBS Outdoor Americas’ initial public offering.
Ms. O’Brien frequently writes and speaks on executive compensation and corporate governance issues and is recognized as a leading executive compensation lawyer in the Chambers USA Guide to America’s Leading Lawyers for Business and The Legal 500. In addition to memos and articles on recent developments in the executive compensation area, she is an author of the chapter on executive compensation in Wachtell, Lipton, Rosen & Katz’s “Financial Institutions M&A,” an annual review of leading developments.
Ms. O’Brien received a B.A. cum laude from Mount Holyoke College in 1989, and a J.D. cum laude from Fordham Law School in 1994, where she was an associate editor of the Fordham Law Review. She is a member of the New York State and American Bar Associations.
Ms. O’Brien serves as a member of the Board of Trustees of the non-profit organization Prep for Prep and is on the Advisory Board of St. Bartholomew Community Preschool in New York City.
- Compensation Season 2019,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, January 11, 2019.
- Compensation Season 2018,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, January 9, 2018.
- 2018 Proxy Season: Five Ways to Improve Your Compensation Disclosure,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, November 25, 2017.
- Compensation Season 2017,
in Harvard Law School’s Forum on Corporate Governance and Financial Regulation, January 7, 2017.
- FINANCIAL INSTITUTIONS DEVELOPMENTS - Significant Activity in All Sectors as Financial Institutions Innovate and Evolve,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, October 12, 2016.
- The SEC and Whistleblowers: A Spotlight on Severance Agreements,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, August 23, 2016.
- FINANCIAL INSTITUTIONS DEVELOPMENTS - The M&A Landscape: Financial Institutions Rediscovering Themselves Amid Continued Regulatory Change, Intensifying Investor Activism and Technological Disruption,
in The Harvard Law School Forum on Corporate Governance and Financial Regulation, January 29, 2015.
- SEC Proposes Pay Ratio Rules,
in Securities Reform Act Litigation Reporter, Volume 36 Numbers 2 & 3, November & December 2013.
- ISS Proposes Changes to 2013 Voting Policies,
in Bank and Corporate Governance Law Reporter Volume 49 Number 5, January 2013.
- NYSE and Nasdaq Issue Proposed Listing Standard Changes Relating to Compensation Committees to Implement the Requirements of the Dodd-Frank Act,
in Bank and Corporate Governance Law Reporter Volume 49 Number 3, November 2012.
- SEC Issues Final Dodd-Frank Rules on Independence of Compensation Committee and Its Advisers,
in Corporation Report Bulletin (Aspen), July 16, 2012.
- Say on Pay 2012,
in The Harvard Law School Forum on Corporate Governance and Financial Regulation, July 14, 2012.
- ISS Issues White Paper on Say on Pay "Pay for Performance" Test,
in Bank and Corporate Governance Law Reporter Volume 47 Number 6, February 2012.
- How to Win the Say on Pay Vote,
in The Harvard Law School Forum on Corporate Governance and Financial Regulation, December 1, 2011.
- Delaware Court Upholds Board Discretion in Setting Compensation Practices,
in The Harvard Law School Forum on Corporate Governance and Financial Regulation, November 19, 2011.