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
- 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.
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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.
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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.
- 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.
- 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.
- 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.
- Advised multiple private equity-backed portfolio companies in the mergers of four or more 401(k) plans into one consolidated 401(k) plan.
