Manan Shah

Primary Focus & Experience

Mike’s practice focuses on all facets of executive compensation matters. He regularly advises compensation committees and boards of directors on corporate governance and executive compensation matters. In particular, Mike has extensive experience advising public and private companies on executive compensation and employee benefits issues across a broad range of corporate transactions, including mergers & acquisitions, corporate restructurings and bankruptcies, friendly and hostile tender offers, divestures and public offerings. In addition, Mike frequently advises on the design and implementation of employment, separation and change-of-control arrangements, both in the regular course of business and in the context of a transaction.

A significant aspect of Mike’s practice involves advising clients on the compensation and benefits issues that arise during the course of a corporate restructuring. He regularly assists boards of directors with structuring a company’s go-forward compensation arrangements in a way that incentivizes employee retention and performance while considering the economic realities of a post-emergence organization.

His recent representations include:

Corporate Transactions:

• Sun Country Airlines in its previously announced approximately $1.5 billion cash and stock acquisition by Allegiant (NASDAQ: ALGT).
• Court Square Capital Partners in its strategic investment in AVANT, one of the nation’s premier Technology Services Distributors and a leader in IT decision-making.
• Skyloom Global Corp., a US-based space technology company specializing in optical communications solutions, in its sale to IonQ, Inc (NYSE: IONQ), the world’s leading quantum company.  
• One Equity Partners on its investment in McNICHOLS, a value-added distributor of specialty metals and fiberglass products across the United States.
• United States Steel Corporation and Nippon Steel Corporation on their historic partnership and completed the transaction contemplated by their merger agreement.
• H&E Equipment Services, Inc. in its previously announced acquisition by Herc Holdings Inc. (NYSE: HRI). 
• LS Power in the sale of its natural gas generation portfolio and C&I VPP platform to NRG Energy Inc. (NYSE: NRG) in a transaction valued at approximately $12 billion enterprise value. 

Restructuring – Company‑Side Transactions:

• LifeScan Global Corporation, a world leader in blood glucose monitoring, in its chapter 11 cases.
• Edgio, Inc. (now Uplynk, Inc.) and certain of its affiliates (collectively, “Edgio”) in their chapter 11 restructuring.
• Elevate Textiles in its out‑of‑court restructuring.
• Aventiv Technologies in a debt‑for‑equity recapitalization.
• Avianca Airlines, the second-largest airline group in Latin America, in its chapter 11 reorganization.
• GOL Linhas Aéreas Inteligentes S.A. (“GOL”), one of Brazil’s largest domestic airlines by market share, on successful emergence from chapter 11 proceedings. 

Restructuring – Ad Hoc Group Transactions:

• An ad hoc group of lenders to Hornblower Group, a provider of sightseeing cruises, ferry transportation services and overnight cruise experiences, in its chapter 11 cases.
• An ad hoc lender group in the chapter 11 cases of Exactech, a global medical technology company.
• An ad hoc group of unsecured noteholders in the chapter 11 cases of Frontier Communications Corp. and its subsidiaries (“Frontier”).
• An ad hoc group of lenders to Careismatic Brands, a manufacturer of medical apparel, footwear and accessories, in the company’s chapter 11 cases.

Mike also regularly counsels clients on tax regulations and SEC disclosure requirements related to executive compensation, which are often nuanced and complex. He has assisted numerous clients, including Frontier Communications, J.M. Smucker, Sirius XM Radio, Nine Energy and others, in preparing their proxy statement disclosures on executive compensation and providing advice on SEC compliance matters related to executive compensation.

Recognition & Accomplishments

Mike has been recommended for his expertise in employee benefits and executive compensation by Chambers USA and Legal 500. He has also been repeatedly recognized among the Best Lawyers in America. Mike was appointed as a David Rockefeller Fellow by the Partnership for New York City.

A 1994 graduate of The City College of New York (CCNY), Mike was appointed to serve as a member of the Colin Powell School for Civic and Global Leadership’s Board of Visitors. Home to the social science departments, the Colin Powell School promotes the values of service and engagement.

Mike is a frequent commentator on executive compensation and governance issues for several leading financial news sources. He earned his law degree from Yeshiva University’s Benjamin N. Cardozo School of Law, and a B.A. from the City College of New York.