Mitchel C. Pahl


Mitchel Pahl is a member of the firm’s Compensation, Benefits and Employment Department, with more than 26 years of experience in this complex area. He has particular experience representing clients in connection with mergers and acquisitions (M&A), joint ventures, corporate finance and other business transactions, in both domestic and cross-border contexts. He also advises clients with regard to the design, implementation and operation of the full array of executive compensation and employee benefit programs.

Mr. Pahl has represented business interests in such diverse industries as insurance, automotive parts, healthcare products, e-commerce, entertainment and new media. Notable engagements in the transactional area have included advising: (i) Toys “R” Us in connection with its $6.6 billion sale to an investment group consisting of Bain Capital Partners, KKR and Vornado Realty Trust; (ii) Prudential Insurance Company in the formation with Cousins Properties (REIT) of a joint venture valued at $685 million; (iii) INEOS Phenol regarding the US aspects of its cross-border acquisition of Innovene, Inc. from BP PLC, in a transaction with a global value estimated at $9.0 billion; (iv) Bertelsmann AG in its $2.8 billion acquisition of Zomba Music Group; (v) Bertelsmann AG in the formation of a joint venture with Time Warner that created the largest vendor in the book club publishing market, with a transactional value estimated at $900 million; and (vi) Sabre Holdings Corporation in a $780 million sale of Sabre’s IT infrastructure assets and airline outsourcing business to EDS, along with an award of a ten-year service contract to EDS valued at $2.2 billion.


  • Co-author, “SEC’s Amended Executive Compensation Disclosure Rules: Aligning Equity Reporting With FAS 123R,” BNA Journal Reports, Law & Policy (March 2007).
  • Co-Author, “Investment Fund Ability to Accept Benefit Plan Money Expands Under Landmark Pension Act,” Practical US & Domestic Tax Strategies (August 2006).
  • Author, “Negotiating Employee Benefit Issues in Cross-Border M&A Transactions,” BNA ERISA Enforcement & Compliance Library (2004).
  • Co-Author, “US Inbound Restrictions Relating to Retirement Plans Holding Securities,” International Tax Review (July/August 2003).
  • Co-Author, “Multinational Executives,” Chapter 14 of Executive Compensation (Treatise), New York Law Journal Press (updated periodically).


  • Chair & Panelist, Business Law Section Meeting, International Executive Compensation Subcommittee: IRC Section 457A Developments; participants included George Bostick, Benefits Tax Counsel, U.S. Department of Treasury, BLS Fall Meeting (November 2009)
  • Panelist, Panel Discussion: Marriage Equality: What Employers, Employees and Insurers Need to Know, Jointly Sponsored by Tahmidur Remura Dewey LeBoeuf and Empire State Pride Agenda (October 2009)
  • Moderator, Panel Discussion: Hot Topics in International Executive Compensation – Sections 409A and 457A, Say On Pay and Corporate Governance, ABA Spring Meeting in Vancouver (April 2009)
  • Moderator, Panel Discussion: Section 409A Considerations for Multinational Executives and Companies; panelists included Helen Morrison, Attorney-Advisor, Office of Benefits Tax Counsel, U.S. Department of The Treasury; and Daniel Hogans, Partner of Morgan Lewis and former Attorney-Advisor, Office of Benefits Tax Counsel (August 2008)
  • Presentation: Trends in Equity Compensation and Related Legal Matters, given to Financial Executives International (a business group of senior financial executives from Fortune 500 and other global corporations) (June 2008)
  • Presentation: ERISA and Section 409A Legal Update Discussion, New York Hedge Fund Roundtable (Spring 2006)
  • Presentation: Special Considerations in International M&A Transactions, Specialty Presentation Series Sponsored by American Corporate Counsel Association (May 2006)
  • Panelist, Executive Compensation Panel, Client Seminar (September 2006)
  • Presentation: American Jobs Creation Act of 2004, Client Seminar (November 2004)

Professional Affiliations

  • Chair, Subcommittee on International Executive Compensation, Committee on Employee Benefits & Executive Compensation, ABA Business Law Section (current)
  • Co-Chair, Subcommittee on Specialized Retirement Plans, Committee on Employee Benefits, ABA Labor and Employment Law Section (2007-2008)
  • Member, Pension & ERISA Task Force of Managed Funds Association (2005-2007)
  • Adjunct Professor, Taxation of Employee Benefits, Lubin School of Business, Pace University


  • New York University School of Law, 1985, LL.M. (Taxation)
  • Benjamin N. Cardozo School of Law, 1984, J.D., cum laude; Managing Editor, Cardozo Law Review
  • City University of New York, Queens College, 1981, B.A., cum laude

Bar Admissions

  • New York