Eric W.
Hilfers

Mr. Hilfers’ representations include the hiring of chief executives and other officers; the design and implementation of compensation programs; the crafting of public disclosures regarding executive pay; and the management of the many legal and regulatory concerns generated by compensation practices, such as securities law, tax, ERISA and financial accounting.

Mr. Hilfers has extensive experience providing executive compensation and benefits counsel in connection with M&A transactions. Notable matters include representing:

• Endeavor’s special committee in the pending $25 billion take‑private acquisition by Silver Lake.
• The special committee of the board of directors of EchoStar in the $26 billion combination with DISH Network.
• Aon in its $13 billion acquisition of NFP.
• Newcrest in its A$28.8 billion acquisition by Newmont.
• FS Investments in its combination with Portfolio Advisors, creating a $75 billion alternative investment firm.
• Amazon in its $8.45 billion acquisition of MGM.
• Viacom’s transaction committee in the $30 billion merger with CBS.

• Occidental Petroleum in its $57 billion acquisition of Anadarko, topping Anadarko’s original agreement with Chevron.

• Mylan in its $50 billion combination with Upjohn, a division of Pfizer, to form Viatris and its proposal to acquire Perrigo in a transaction valued at approximately $35 billion.
• Thermo Fisher Scientific in its $20.9 billion acquisition of PPD.

• Barrick Gold in its proposed $42 billion merger and subsequent joint venture with Newmont Mining.

• Pinnacle Foods in its $10.9 billion acquisition by Conagra Brands.

• AXA in its $15.3 billion acquisition of XL Group.

• Disney in its $85 billion acquisition of 21st Century Fox, overcoming an interloper bid by Comcast to its original $66 billion agreement.

• Unilever in the $143 billion unsolicited offer from Kraft Heinz to acquire Unilever.

• British American Tobacco in its $97 billion merger with Reynolds American.

• Honeywell in its proposal to acquire United Technologies in a transaction valued at approximately $90 billion.

• Starwood Hotels & Resorts Worldwide in its $13.3 billion sale to Marriott.

• Weyerhaeuser in its $23 billion merger with Plum Creek Timber.

• The Williams Companies in its proposed $37.7 billion business combination transaction with Energy Transfer Equity.

• Cameron International in its $15 billion sale to Schlumberger.

• AGL Resources in its $12 billion sale to The Southern Company.

• Precision Castparts in its $37 billion sale to Berkshire Hathaway.

• Cigna in its proposed $54.2 billion merger with Anthem.

• MarkWest in its $21 billion merger with MPLX.

• Delhaize in its $29 billion merger of equals with Royal Ahold.

• H.J. Heinz and 3G Capital in Heinz’s $60 billion merger with Kraft Foods to form The Kraft Heinz Company.

• Rock‑Tenn in its $16 billion combination with MeadWestvaco.

• Life Technologies in its $15.8 billion sale to Thermo Fisher Scientific.

• Johnson & Johnson in its acquisition of Synthes, a premier global manufacturer of orthopaedic devices, for $19.7 billion.

• Burlington Northern Santa Fe (“BNSF”) in Berkshire Hathaway’s $44 billion acquisition of BNSF, including $10 billion of outstanding BNSF debt.

Mr. Hilfers frequently advises the independent directors, including compensation committees, of public companies such as Citigroup, General Motors, The Bank of New York and MetLife. He recently represented the compensation committee of Merrill Lynch in connection with the separation of its chief executive officer and resulting Congressional investigation over severance practices, its merger with Bank of America and subsequent Attorney General and Congressional investigations. He has also assisted a variety of clients, including Avon, Barnes & Noble and Viatris, in preparing their proxy statement disclosures on executive compensation.

Mr. Hilfers has been repeatedly recognized as one of the country’s leading practitioners in employee benefits and executive compensation by Chambers USA, The Legal 500 US and The Best Lawyers in America. In 2019, he was named to The Legal 500 US Hall of Fame in the Employee Benefits, Executive Compensation and Retirement Plans: Transactional category. Mr. Hilfers was also cited as being one of the top 100 corporate employment attorneys in the country by HR Executive magazine and one of the nation’s top 20 employee benefits lawyers by Lawdragon magazine. He has spoken on a panel entitled “New Rules on Compensation” at “The Paradigm of Employment Law” conference, presented by the International Bar Association, and at the Practising Law Institute’s executive compensation program on “The Effect of Legislative Activism on Compensation Practices.”

Mr. Hilfers is currently a member of the Executive Compensation Task Force of CompensationStandards.com. He is a former member of the Executive Committee of the New York State Bar Association Tax Section and has served as Co‑Chair of its Employee Benefits Committee.

Mr. Hilfers was born in Olivia, Minnesota. He received an A.B. from Princeton University in 1995 and a J.D. with honors from the University of Chicago Law School in 1998, where he was a member of the University of Chicago Legal Forum.

Mr. Hilfers joined Cravath in 1998 and was elected a partner in 2005.