Melissa R. Grim
Chair, Executive Compensation & Employee Benefits Practice Group
Overview
Melissa Grim focuses her practice on employee benefits and executive compensation-related matters. She has extensive experience counseling private equity funds and other public and private companies on benefits, ERISA, and executive compensation issues (including Code Section 409A and 280G issues) that arise in mergers and acquisitions, divestitures, carve-outs, restructuring, and ESOP transactions.
Melissa regularly advises clients on the design, structuring, implementation, and ongoing administration and compliance for qualified and nonqualified retirement plans, health and welfare plans, equity and long-term incentive plans, and other benefit and compensation arrangements. She also represents clients in handling and negotiating inquiries, audits, investigations and assessments, advisory or other ruling requests, and voluntary compliance correction matters with government agencies, such as the Internal Revenue Service, the U.S. Department of Labor and the Pension Benefit Guaranty Corporation.
In the context of corporate transactions, her approach is centered around creating value for the client in each phase of the deal, including a unique focus on helping acquisitive companies and private equity funds and their portfolio companies navigate the human capital and people operations aspects of post-deal transition and integration. Melissa regularly counsels clients on creating value creation plans, developing acquisition “playbooks” to drive efficiency and mitigate risk in add-on and tuck-in transactions, and designing policies and procedures, as well as benefit and compensation plans and programs, that incentivize performance and incorporate best practices, industry trends, changes in the legal landscape, and the company’s or private equity fund’s goals and strategic initiatives.
What I Do
Featured endorsements
Experience
Represented Rover Group, Inc., the world’s largest online marketplace for pet care, in its acquisition of Meowtel Inc., the leading cat-sitting marketplace.
Represented Bluestone Equity Partners on its strategic investment in Selkirk Sport, the leading pickleball equipment manufacturer.
Served as legal counsel to Atmus Filtration Technologies in its $450 million definitive agreement to acquire Koch Filter. The transaction strengthens Atmus’ market position by providing direct access to Koch Filter’s established customer network across commercial and industrial HVAC, data centers and power generation.
Represented Harbor Global, a portfolio company of BayPine, in its acquisition of Encoretech, a specialized training and user adoption services company focused on the legal sector.
Represented American Equipment Solutions, a portfolio company of Rotunda Capital Partners, in its divestiture of Kanawha Scales & Systems and related industrial weighing business to Investcorp.
Represented Honeywell in the spin-off of its Advanced Materials business, now operating as Solstice Advanced Materials, including leading the separation workstream and contract analysis to establish Solstice as an independent, publicly traded company and supporting Honeywell’s strategic transformation into three distinct industry-leading businesses.
Represented Palmetto in its acquisition of The Cool Down, the world’s leading clean lifestyle media platform, marking the first time a clean energy company has acquired a clean lifestyle platform and expanding Palmetto’s reach in the home energy marketplace.
Represented several clients in audits by the Department of Labor of their defined contribution and defined benefit retirement plans.
Advised multiple private equity-backed portfolio companies in the mergers of four or more 401(k) plans into one consolidated 401(k) plan.
Coordinated and drafted several appeals of proposed employer shared responsibility payments (ESRPs) under the Affordable Care Act from the IRS, resulting in multiple years of reduced ESRPs for the clients.
Counseled a private equity portfolio company on several post-closing compliance corrections for its 401(k) plan under the IRS’s voluntary correction program and the Department of Labor’s delinquent filer voluntary compliance program.
Counseled several clients through a standard termination process with the PBGC for its defined benefit pension plan and the associated pension risk transfer transaction while the client was undergoing a Chapter 11 bankruptcy restructuring.
Counseled a public company client through a proposed disqualification by the IRS of its defined benefit pension plan, resulting in a downgrade of the inquiry into a regular course audit and the ultimate resolution of no corrective action.
Represented Meteor Education, a portfolio company of Bain Capital Double Impact Fund, in its acquisition of Advanced Technologies Consultants, a leading provider of career and technical education training and equipment in both secondary and post-secondary education markets.
Represented Petauri, a portfolio company of Oak Hill Capital, in its acquisition of Formulary Insights, a market access services provider in the pharmaceutical and life sciences industry.
Represented Alpine Investors and its portfolio company Ascend, a provider of practice management services to accounting businesses, in an add-on acquisition.
Represented Blue Marlin Partners in acquiring a stake in Mo’ Bettahs, a Hawaiian-Style Barbecue restaurant chain.
Represented a private equity buyer in its acquisition of a wholesale distributor of pipes, valves, and fittings.
Represented Gridiron Capital in the sale of Foundation Wellness, a leading consumer wellness platform that designs, manufactures, markets, and sells high-value branded wellness products, to Bansk Group.
Represented Trivest in the platform acquisition of Province, a leading and nationally recognized restructuring and advisory firm.
Represented a private equity sponsored buyer in its acquisition of a provider of medical communications, marketing and education services.
Represented Loar Holdings Inc., a diversified manufacturer and supplier of niche aerospace and defense components, in its acquisition of Applied Avionics, Inc., a manufacturer of highly engineered avionics interface solutions catering to the aviation industry, valued at $385 million.
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Credentials
Education
- magna cum laude
- Order of the Coif
Clerkships and Bar Admissions
More
- Best Lawyers® “Lawyer of the Year”, Employee Benefits (ERISA) Law, 2025
- The Best Lawyers in America, Employee Benefits (ERISA) Law, 2023, 2024, 2025, 2026
- Crain’s Chicago Business “2024 Notable Women in Law”
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