small-logo
ProfessionalsCapabilitiesInsights & NewsCareersLocations
About UsAlumniOpportunity & InclusionPro BonoCorporate Social Responsibility
Stay Connected:
facebookinstagramlinkedintwitteryoutube
  1. Professionals

Scott Landau

Partner

Co-Chair, Employee Benefits and Executive Compensation Practice

New York

+1 212-294-6828

Let's Connect

Email
vCard
LinkedIn
  • Full Bio PDFPDF
    • Email
    • LinkedIn
    • Facebook
    • Twitter
    Share this page
  • Overview
  • Experience
  • Credentials
  • Insights & News

Since 2012, Scott has been ranked in The Legal 500 US for employee benefits and executive compensation. Clients interviewed have described him as “an excellent specialist in executive compensation” and said, “the brilliant Scott Landau has a superior command of issues and the current state of the market, as well as incredible negotiation skills.” Notably, Scott has handled the EBEC aspects of transactions in more than 50 countries around the world.

Co-chair of the firm’s Employee Benefits and Executive Compensation Practice, Scott focuses on representing private equity clients and public companies in acquisitions, divestitures, and restructurings within the U.S. and cross-border. He has experience structuring LLC profit interests as management incentives; negotiating limited liability company, shareholder, and employment agreements; counseling compensation, pension, and savings plan committees; advising on issues relating to Internal Revenue Code Section 409A compliance for domestic and foreign plans; designing executive compensation and nonqualified plan agreements; and counseling with respect to corporate governance matters.

Scott served as in-house counsel at Bristol-Myers Squibb Company (BMS), where he led the domestic and international Employee Benefits and Compensation Legal Group. He also served as secretary and lead counsel to the BMS Pension and Savings Plan Committees.   

Key Matters

Transactional

Scott has handled transactions in France, Germany, Israel, Italy, Netherlands, Poland, Singapore, Spain, Taiwan, Thailand, United Kingdom, United States, Argentina, Belgium, Brazil, Canada, Chile, China, Columbia, Denmark, Dominican Republic, Ecuador, Hong Kong, India, Indonesia, Ireland, Malaysia, Mexico, New Zealand, Norway, Peru, Philippines, Portugal, Puerto Rico, Russia, Sweden, Venezuela, Vietnam, Hungary, Czech Republic, Egypt, Estonia, Japan, Latvia, Lithuania, South Africa, South Korea, Switzerland, Turkey, and the United Arab Emirates.

  • Advised Upstream Rehabilitation, third largest provider of outpatient physical therapy services, in its acquisition by Revelstoke Single Asset Fund I, L.P. to advance Upstream Rehabilitation's strategy of consolidating the physical therapy market.
  • Handled all of the HR, employee benefit and compensation matters in BMS’s US$4.3B sale of its global diabetes business to AstraZeneca, involving over 3,800 employees in 45 countries.
  • Advised Swedish-based industrial group, Atlas Copco AB with respect to executive compensation and employee benefit matters in connection with the US$1.6B acquisition of Edwards Group Limited.
  • Handled all management issues for private equity sponsor, Cortec Group, in connection with the leveraged acquisition of Barcodes Inc.
  • Handled all executive compensation and employee benefit matters in connection with private equity firm Atlas Holdings’ acquisition of Shorewood Packaging Corporation and its international affiliates from International Paper Company. This acquisition was named “2012 Corporate/Strategic Acquisition of the Year” (US$100- US$200 million category) by M&A Advisor.
  • Handled all U.S. and non U.S. management issues and HR matters in connection with over 10 strategic acquisitions ranging from US$2M to over US$100M million for a global consulting firm.
  • Advised IMS Health, a portfolio company of TPG, on HR matters in connection with its acquisition of SDI Health and another six transactions between US$5M and over US$300M.
  • Handled all management issues and HR matters on behalf of New York private equity firm The Wicks Group in its acquisition of Antenna Audio, Inc., Antenna Audio Limited and their subsidiaries from Discovery Communications.
  • Handled all management issues and HR matters on behalf of New York private equity firm The Wicks Group in its acquisition of Bonded Services Group Limited from Berggruen Holdings Ltd. The transaction involved HR matters in over 5 countries.
  • Handled all management and HR matters on behalf of The Wicks Group in connection with three add-on acquisitions for Bonded Services Group Limited and its subsidiaries located in the UK, Canada, Hong Kong France, and the Netherlands, as well as the negotiation of seven employee agreements and five separation agreements.
  • Advised BMS in connection with the separation of the Mead Johnson business from the pharma business and the partial IPO of Mead Johnson Nutrition Company on the NYSE. Handled all employee benefit, equity, employment, compensation, pension, and work council matters around the world. This transaction involved approximately 3,000 employees in 38 countries.
  • Advised NorthgateArinso, a portfolio company of KKR and the world’s leading HR software and services provider, in its $100 million acquisition of the HR management division from Convergys.
  • Advised BMS in the US$4.1B divestiture of its ConvaTec business. This transaction involved overseeing employee benefit, compensation, and employment matters in over 40 countries
  • Negotiated and drafted employee benefit representations, warranties, and covenants in the US$400M asset purchase agreement of The DIRECTV Group, Inc., as well as a US$360M venture formation agreement.
  • Negotiated and drafted employee benefit and executive compensation representations, warranties, and covenants and transition service agreements for benefit and HR services in the US$525M divestiture of the BMS Medical Imaging business to a private equity firm, the US$660M divestiture of the BMS Consumer Medicines business to another pharmaceutical manufacturer; the acquisition of Adnexus Therapeutics, and the acquisition of a manufacturing plant in the Dominican Republic.
  • Advised on the cash and assumptions of stock options and termination of employee stock ownership plan in the US$224M merger agreement among a group of banks.
  • Handled all employee benefit and executive compensation matters in the conversion of a federal savings bank to a national bank charter.
  • Advised an American national food and beverage corporation on employment issues in connection with outsourcing projects for its Global Data Center Transformative initiative.
  • Advised a top investment banking firm on executive compensation, employee benefits, and employment matters in connection with a global IT outsourcing transaction with IBM.

Executive Compensation and Employment Matters

  • Advised on executive compensation and nonqualified plan matters related to the termination of a chief executive officer and general counsel. Designed and drafted senior executive severance plans, U.S./Puerto Rico and international change in control plans, and senior executive separation agreements.
  • Advised companies on European and local employment laws including transfer of employees under the Acquired Rights Directive (ARD) and Transfer of Undertakings (Protection of Employment) Regulations, work council consultations, social plans, severance/termination indemnities, notice periods, and restrictions on transferring employees between two entities within a controlled group.
  • Negotiated and drafted over 1,000 employment agreements.
  • Advised companies on SEC and NYSE reporting and disclosure requirements, Sarbanes-Oxley, IRC Section 162(m), IRC Section 280G, employment and change-in-control agreements, senior executive severance agreements, IRC Section 409A and stock plans.
  • Prepared a performance share plan based on a multi-year performance targets in compliance with the exception for performance-based companies to the limitation on deducting compensation in excess of $US1M for top-executives of a publicly traded company.

Examples of Day-to-Day Qualified & Non-Qualified Plan Work

  • Advised and counseled company regarding the Pension Protection Act of 2006, its international pension and welfare plans, and fiduciary duties. Ensured that benefit and compensation plans and programs comply with the Internal Revenue Code, ERISA, and company’s corporate governance rules.
  • Developed and conducted company’s ERISA fiduciary training program and provided an overview of actuarial valuation process to CFO, treasurer, general counsel, senior vice president, and HR.
  • Drafted company’s pension and savings plans’ investment guidelines and implemented an ERISA class action settlement.
  • Negotiated investment management agreements on behalf of company’s pension and savings plan committees.
  • Advised on issues relating to federal tax reporting and withholding requirements for Puerto Rico dual qualified plans. Revised Puerto Rico severance plan to ensure compliance with Puerto Rico Act 80.
  • Oversaw termination of pension plans outside of the U.S. and distributions of assets.
  • Advised companies on issues relating to eligibility, participation and funding requirements, form and manner of benefit distributions, plan administration, ERISA reporting and disclosure requirements, claims procedures, vesting, fiduciary duties, ADP/ACP testing, qualified separate lines of business, vesting, qualified preretirement and joint and survivor annuities, minimum required distributions, QDROs and COBRA.
Recent Experience
Winston Serves as Lead Counsel to CGP Capital Partners in New Continuation Vehicle
Winston Represents Chart Industries in All-Stock Merger of Equals with Flowserve
Acquisition of Glendale Senior Dining, Inc.
Winston Represented GHOST in its Sale to Keurig Dr Pepper
Cuadrilla Capital Acquires Gluware, Inc.
Winston advises Atlantic Sustainable Catch in its acquisition of Atlantic Capes Fisheries
Winston Represents Ferrovial Airports Holdings US Corp in the Sale of its Membership Interest in Ferrovial Vertiports US LLC and its Subsidiary to Atlantic Aviation Infrastructure Corporation
Winston Represented Revelstoke Capital Partners in Acquisition of NKMD MGMT, LLC
Court Square Capital Partners in its Definitive Agreement to Sell Advanced Diabetes Supply Group for US$1.1B
GenNx360 Capital Partners in the Sale of Miller Environmental Group
View All Related Matters

Scott was recognized in the 2025 edition of The Best Lawyers in America® in the area of Employee Benefits (ERISA) Law. He has been recognized by The Legal 500 US in employee benefits and executive compensation since 2012, as a “Leading Lawyer” from 2021–2025, and in data protection and privacy in 2013 and 2016. He was also named “Leading Corporate Employment Lawyer” by Lawdragon (2022–2023). He has been ranked in Chambers USA in the area of Employee Benefits & Executive Compensation (2022–2025) with clients quoted saying, “Scott is terrific, a fabulous executive compensation lawyer. He knows the market and is very bright.” In addition, Scott is a recipient of the 2012 Legal Writing Award from the Burton Awards for Legal Achievement for “Maintaining Employee Privacy Across Jurisdictions.” 

Capabilities

Labor & Employment
Employee Benefits & Executive Compensation
Corporate Governance
ERISA Litigation
Executive Compensation Plans & Agreements
Mergers & Acquisitions
Private Investment Funds
Private Equity
Qualified Retirement Plans
Trade Secrets, Non Competes & Restrictive Covenants
Restructuring & Insolvency
Public Companies
Automotive & Mobility
Financial Services
Health Care
Medical Devices
Cryptocurrencies, Digital Assets & Blockchain Technology

Key Matters

Transactional

Scott has handled transactions in France, Germany, Israel, Italy, Netherlands, Poland, Singapore, Spain, Taiwan, Thailand, United Kingdom, United States, Argentina, Belgium, Brazil, Canada, Chile, China, Columbia, Denmark, Dominican Republic, Ecuador, Hong Kong, India, Indonesia, Ireland, Malaysia, Mexico, New Zealand, Norway, Peru, Philippines, Portugal, Puerto Rico, Russia, Sweden, Venezuela, Vietnam, Hungary, Czech Republic, Egypt, Estonia, Japan, Latvia, Lithuania, South Africa, South Korea, Switzerland, Turkey, and the United Arab Emirates.

  • Advised Upstream Rehabilitation, third largest provider of outpatient physical therapy services, in its acquisition by Revelstoke Single Asset Fund I, L.P. to advance Upstream Rehabilitation's strategy of consolidating the physical therapy market.
  • Handled all of the HR, employee benefit and compensation matters in BMS’s US$4.3B sale of its global diabetes business to AstraZeneca, involving over 3,800 employees in 45 countries.
  • Advised Swedish-based industrial group, Atlas Copco AB with respect to executive compensation and employee benefit matters in connection with the US$1.6B acquisition of Edwards Group Limited.
  • Handled all management issues for private equity sponsor, Cortec Group, in connection with the leveraged acquisition of Barcodes Inc.
  • Handled all executive compensation and employee benefit matters in connection with private equity firm Atlas Holdings’ acquisition of Shorewood Packaging Corporation and its international affiliates from International Paper Company. This acquisition was named “2012 Corporate/Strategic Acquisition of the Year” (US$100- US$200 million category) by M&A Advisor.
  • Handled all U.S. and non U.S. management issues and HR matters in connection with over 10 strategic acquisitions ranging from US$2M to over US$100M million for a global consulting firm.
  • Advised IMS Health, a portfolio company of TPG, on HR matters in connection with its acquisition of SDI Health and another six transactions between US$5M and over US$300M.
  • Handled all management issues and HR matters on behalf of New York private equity firm The Wicks Group in its acquisition of Antenna Audio, Inc., Antenna Audio Limited and their subsidiaries from Discovery Communications.
  • Handled all management issues and HR matters on behalf of New York private equity firm The Wicks Group in its acquisition of Bonded Services Group Limited from Berggruen Holdings Ltd. The transaction involved HR matters in over 5 countries.
  • Handled all management and HR matters on behalf of The Wicks Group in connection with three add-on acquisitions for Bonded Services Group Limited and its subsidiaries located in the UK, Canada, Hong Kong France, and the Netherlands, as well as the negotiation of seven employee agreements and five separation agreements.
  • Advised BMS in connection with the separation of the Mead Johnson business from the pharma business and the partial IPO of Mead Johnson Nutrition Company on the NYSE. Handled all employee benefit, equity, employment, compensation, pension, and work council matters around the world. This transaction involved approximately 3,000 employees in 38 countries.
  • Advised NorthgateArinso, a portfolio company of KKR and the world’s leading HR software and services provider, in its $100 million acquisition of the HR management division from Convergys.
  • Advised BMS in the US$4.1B divestiture of its ConvaTec business. This transaction involved overseeing employee benefit, compensation, and employment matters in over 40 countries
  • Negotiated and drafted employee benefit representations, warranties, and covenants in the US$400M asset purchase agreement of The DIRECTV Group, Inc., as well as a US$360M venture formation agreement.
  • Negotiated and drafted employee benefit and executive compensation representations, warranties, and covenants and transition service agreements for benefit and HR services in the US$525M divestiture of the BMS Medical Imaging business to a private equity firm, the US$660M divestiture of the BMS Consumer Medicines business to another pharmaceutical manufacturer; the acquisition of Adnexus Therapeutics, and the acquisition of a manufacturing plant in the Dominican Republic.
  • Advised on the cash and assumptions of stock options and termination of employee stock ownership plan in the US$224M merger agreement among a group of banks.
  • Handled all employee benefit and executive compensation matters in the conversion of a federal savings bank to a national bank charter.
  • Advised an American national food and beverage corporation on employment issues in connection with outsourcing projects for its Global Data Center Transformative initiative.
  • Advised a top investment banking firm on executive compensation, employee benefits, and employment matters in connection with a global IT outsourcing transaction with IBM.

Executive Compensation and Employment Matters

  • Advised on executive compensation and nonqualified plan matters related to the termination of a chief executive officer and general counsel. Designed and drafted senior executive severance plans, U.S./Puerto Rico and international change in control plans, and senior executive separation agreements.
  • Advised companies on European and local employment laws including transfer of employees under the Acquired Rights Directive (ARD) and Transfer of Undertakings (Protection of Employment) Regulations, work council consultations, social plans, severance/termination indemnities, notice periods, and restrictions on transferring employees between two entities within a controlled group.
  • Negotiated and drafted over 1,000 employment agreements.
  • Advised companies on SEC and NYSE reporting and disclosure requirements, Sarbanes-Oxley, IRC Section 162(m), IRC Section 280G, employment and change-in-control agreements, senior executive severance agreements, IRC Section 409A and stock plans.
  • Prepared a performance share plan based on a multi-year performance targets in compliance with the exception for performance-based companies to the limitation on deducting compensation in excess of $US1M for top-executives of a publicly traded company.

Examples of Day-to-Day Qualified & Non-Qualified Plan Work

  • Advised and counseled company regarding the Pension Protection Act of 2006, its international pension and welfare plans, and fiduciary duties. Ensured that benefit and compensation plans and programs comply with the Internal Revenue Code, ERISA, and company’s corporate governance rules.
  • Developed and conducted company’s ERISA fiduciary training program and provided an overview of actuarial valuation process to CFO, treasurer, general counsel, senior vice president, and HR.
  • Drafted company’s pension and savings plans’ investment guidelines and implemented an ERISA class action settlement.
  • Negotiated investment management agreements on behalf of company’s pension and savings plan committees.
  • Advised on issues relating to federal tax reporting and withholding requirements for Puerto Rico dual qualified plans. Revised Puerto Rico severance plan to ensure compliance with Puerto Rico Act 80.
  • Oversaw termination of pension plans outside of the U.S. and distributions of assets.
  • Advised companies on issues relating to eligibility, participation and funding requirements, form and manner of benefit distributions, plan administration, ERISA reporting and disclosure requirements, claims procedures, vesting, fiduciary duties, ADP/ACP testing, qualified separate lines of business, vesting, qualified preretirement and joint and survivor annuities, minimum required distributions, QDROs and COBRA.
Recent Experience
Winston Serves as Lead Counsel to CGP Capital Partners in New Continuation Vehicle
Winston Represents Chart Industries in All-Stock Merger of Equals with Flowserve
Acquisition of Glendale Senior Dining, Inc.
Winston Represented GHOST in its Sale to Keurig Dr Pepper
Cuadrilla Capital Acquires Gluware, Inc.
Winston advises Atlantic Sustainable Catch in its acquisition of Atlantic Capes Fisheries
Winston Represents Ferrovial Airports Holdings US Corp in the Sale of its Membership Interest in Ferrovial Vertiports US LLC and its Subsidiary to Atlantic Aviation Infrastructure Corporation
Winston Represented Revelstoke Capital Partners in Acquisition of NKMD MGMT, LLC
Court Square Capital Partners in its Definitive Agreement to Sell Advanced Diabetes Supply Group for US$1.1B
GenNx360 Capital Partners in the Sale of Miller Environmental Group
View All Related Matters

Credentials

Education

Scott received his A.B., with honors, in Psychology and a minor in Business from Washington University in 1992 and he received his J.D. from Brooklyn Law School in 1995.   

    Admissions
    • New York

    Related Insights & News

    • Co-Presenter, “Dodd-Frank Executive Compensation Update—Rounding the Final Turn?,” Winston & Strawn eLunch Briefing.
    • Co-Presenter, “Changing World of Deferred Compensation,” IPEBLA Annual International Brussels Conference, May 19, 2015.
    • Co-Presenter, “Employment Law Issues for In-House and Corporate Counsel,” NYU Labor & Employment Law Seminar, June 4, 2014.
    • “Compensation and Benefit Considerations in Cross-Border Outsourcing Agreements,” Global Benefits & Compensation Roundtable, November 1, 2013.
    Webinar
    EBEC for Public Companies: Optimizing Strategy & Tactics

    June 18, 2025

    Recognitions

    Winston & Strawn Recognized in The Legal 500 U.S. 2025

    June 12, 2025

    Recognitions

    Winston & Strawn Recognized in Chambers USA 2025

    June 5, 2025

    Blog
    FTC Asks Appeals Courts to Revive Ban on Worker Non-Compete Agreements after Nationwide Block

    November 8, 2024

    Blog
    Initial Executive Compensation Takeaways from the ISS Annual Global Benchmark Policy Survey

    September 6, 2024

    Blog
    Reminder: Glass Lewis Annual Policy Survey Closes Friday, August 30th

    August 29, 2024

    Recognitions

    Winston Attorneys Recognized in The Best Lawyers in America® 2025

    August 15, 2024

    Blog
    Large Accelerated Filers Must Tag Fee Exhibits in XBRL Starting July 31, 2024

    July 2, 2024

    Recognitions
    Winston & Strawn Recognized in The Legal 500 U.S. 2024

    June 12, 2024

    Recognitions
    Winston & Strawn Recognized in Chambers USA 2024

    June 6, 2024

    News
    2023 Pro Bono Impact Report

    May 1, 2024

    Recognitions
    Winston & Strawn Partners Recognized in 2024 Lawdragon 500 Leading U.S. Corporate Employment Lawyers

    September 22, 2023

    View All Insights & News

    Capabilities

    Labor & Employment
    Employee Benefits & Executive Compensation
    Corporate Governance
    ERISA Litigation
    Executive Compensation Plans & Agreements
    Mergers & Acquisitions
    Private Investment Funds
    Private Equity
    Qualified Retirement Plans
    Trade Secrets, Non Competes & Restrictive Covenants
    Restructuring & Insolvency
    Public Companies
    Automotive & Mobility
    Financial Services
    Health Care
    Medical Devices
    Cryptocurrencies, Digital Assets & Blockchain Technology
    Logo
    facebookinstagramlinkedintwitteryoutube

    Copyright © 2025. Winston & Strawn LLP

    AlumniCorporate Transparency Act Task ForceDEI Compliance Task ForceEqual Rights AmendmentLaw GlossaryThe Oval UpdateWinston MinutePrivacy PolicyCookie PolicyFraud & Scam AlertsNoticesSubscribeAttorney Advertising