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Melissa R. Grim

Chair, Executive Compensation & Employee Benefits Practice Group
Chicago
T.
312.212.4947
liamE

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.

Representative Experience

  • Represented Bluestone Equity Partners on its strategic investment in Selkirk Sport, the leading pickleball equipment manufacturer. 
  • 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 Loar Holdings Inc. in its $250 million acquisition of Harper Engineering Company, advising on all aspects of the transaction.
  • Represented Revelar Capital in its acquisition of Lettermen's Energy, Inc. 
  • 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 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.

  • 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.

  • Executive Compensation & Benefits
  • Corporate
  • Corporate Compliance & Regulatory Enforcement
  • Corporate Governance & Board Counseling
  • Mergers, Acquisitions & Divestitures
  • Private Equity
  • Executive Compensation & Key Talent Transitions
  • Human Capital Advisory
  • Plan Design, Structuring & Compliance
  • Government Audits, Investigations & Compliance Corrections
  • DePaul University College of Law, J.D.
    • magna cum laude
    • Order of the Coif
  • Drake University, 2001, MBA
  • Iowa State University, B.S.
  • Illinois
  • U.S. District Court for the Northern District of Illinois
  • 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"

Highlights

Articles and Presentations
January 15-17, 2026
Defined Benefit Plans Update | Melissa R. Grim
January 15-17, 2026
How to Do a Deal, Part II: People and Plans | Melissa R. Grim
October 15, 2025
Knockout Networking Roundtable | Melissa R. Grim, Megan L. Mehalko, Megan Ratia

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News
February 4, 2026
Benesch Advises Rover Group, Inc. on Acquisition of Meowtel, Inc.
February 2, 2026
Benesch Advises Revelar Capital on Acquisition of Lettermen’s Energy, Building National Propane Platform
February 2, 2026
Benesch Advises Riata Capital Group on Acquisition of COEO Solutions

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