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Walter T. Cosby

Managing Associate
New York
T.
646.777.0050
liamE

Walter is a Managing Associate in Benesch’s Executive Compensation & Benefits Practice Group in New York. He advises private equity sponsors, venture capital firms, public and private companies, and private investment funds on executive compensation and employee benefits matters, with a focus on complex corporate transactions and issues at the intersection of tax, ERISA, and securities law.

Walter counsels clients on the design, structuring, and implementation of equity and equity-based incentive plans, cash incentive programs, and deferred compensation arrangements. He also advises private investment funds on Title I of ERISA, including plan assets considerations and related fiduciary and prohibited transaction issues.

In his transactional practice, Walter supports clients across due diligence, deal negotiations, and post-closing implementation, helping adopt structures that are compliant and tax-efficient while aligned with business objectives and people strategy—protecting the client without slowing the deal. He is valued for crisp judgment and plain-English guidance that translates complex legal and financial concepts into recommendations clients can act on, and he focuses on what is truly material—prioritizing real risk over hypothetical risk—so clients can manage exposure confidently while keeping transactions moving.

Before entering private practice, Walter served as a White House intern during the Obama-Biden administration, reinforcing a public-service mindset he brings to client counseling: practical problem-solving, clear communication, and steady execution in high-stakes environments. He earned his J.D. from Emory University School of Law and his LL.M. in Taxation from New York University School of Law.

Within the firm, Walter serves on the Associate Development Committee and is invested in mentoring and sponsoring junior attorneys through meaningful reps, candid feedback, and a standard of excellence that strengthens the bench.

Outside of the office, Walter enjoys exploring New York’s outdoor spaces with his Belgian Malinois, Hershey, competing on the pickleball court, and golfing (six handicap.)

* Matter completed prior to joining Benesch.

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 independent sponsors and a national business alliance supporting family-owned restoration companies in connection with strategic acquisitions and executive employment arrangements. Advised on the negotiation and structuring of employment agreements and developed post-acquisition equity incentive plans and compensation arrangements to align management interests and support long-term growth objectives. 
  • Represented a global digital infrastructure and technology services company in connection with the correction of a deferred compensation plan error involving an early payment to a participant. Advised on corrective actions and compliance under Section 409A of the Internal Revenue Code and the applicable Treasury Regulations to mitigate adverse tax consequences and preserve the plan’s compliance status.
  • Represented a technology-driven mobility solutions company in connection with the design and implementation of a customized equity incentive plan. Also advised on and drafted advisory agreements to support engagement with key stakeholders, aligning incentives and governance with the company’s long-term strategic objectives.
  • Representation of a growth-focused private equity firm in its $50M investment in a health tech company specializing in patient intake and engagement software. Responsibilities included: lead role in drafting the subscription agreement, investor rights agreement, amended governance documents, and ancillary documents; supporting the negotiation of key investment terms; and conducting due diligence. *
  • Representation of a leading manufacturer and distributor of bakery ingredients in its sale to a private equity firm in a transaction valued at ~$75M. Responsibilities included: lead role in conducting due diligence, drafting the purchase agreement, and advising on transaction-related regulatory matters. *
  • Representation of a leading national fleet services company in multiple acquisitions of trucking companies and fleet maintenance providers across the United States, with transaction values ranging from $5M to $40M. Responsibilities included: lead role in conducting due diligence, drafting of the purchase agreement, disclosure schedules, and ancillary documents thereto. Recognized internally as “Deal Team of the Year.” *
  • Representation of a life sciences-focused private equity firm in its $40M growth equity investment in a spatial biology and biomarker analytics company. Responsibilities included: lead role in drafting investment agreements and coordinating closing logistics. *
  • Representation of a national car wash operator and consolidator in numerous acquisitions of express car wash locations across the Southeastern United States as part of its strategic expansion, with aggregate transaction values exceeding $100M. Responsibilities included: lead role in conducting due diligence, drafting purchase agreements, and negotiating key terms. *
  • Representation of a pediatric home healthcare provider in its acquisition of a regional pediatric nursing services company, valued at ~$10M. Responsibilities included: reviewing transaction documents, negotiating key agreements, and coordinating regulatory compliance matters. *

  • Executive Compensation & Benefits
  • New York University School of Law, 2023, L.L.M. in Taxation
    • Member, National Black Law Students Association
    • Member, OUTLaw 
  • Emory University School of Law, 2016, J.D.
    • Dean’s List
    • Member, National Black Law Students Association 
  • Georgetown College, 2012, B.A. Political Science
  • District of Columbia
  • New York
  • Minnesota
  • Vice Chair, Employee Benefits & Executive Compensation Committee, ABA Business Law Section (2026-2027)
News
December 2, 2025
Benesch Advises Atmus Filtration Technologies on $450 Million Agreement to Acquire Koch Filter Corporation, Establishing Industrial Air Filtration Platform
October 10, 2025
Benesch Advises Riata Capital Group on Acquisition of Government Window
June 17, 2025
Benesch More Than Triples Size of Executive Compensation & Benefits Team in One Year, Welcoming Three New Attorneys in Past Month

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