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Robert Newman is a partner in the firm’s employee benefits and executive compensation practice group. He represents clients ranging from small employers to some of the nation's largest employers, including for-profit and tax-exempt entities. His practice includes:
- designing, drafting, and amending a wide range of retirement plans (including 401(k) plans, ESOPs, and traditional and hybrid defined benefit plans) and welfare plans (including health, severance, and cafeteria plans);
- creating executive compensation arrangements including nonqualified deferred compensation plans, stock option plans, and other incentive plans;
- representing clients before the IRS and the Department of Labor;
- assisting clients with legislative initiatives;
- providing benefits expertise in corporate transactions and ERISA litigation;
- counseling clients with respect to pension fund investments in private equity funds and hedge funds; and
- negotiating and writing employment agreements.
- Advised General Electric Company in the settlement of $1.7 billion in pension obligations via the purchase of a group annuity contract covering approximately 70,000 plan participants.
- Testified at hearing before the ERISA Advisory Council on “Model Notices and Disclosures for Pension Risk Transfers."
- Testified at hearing before the ERISA Advisory Council on “Private Sector Pension De-risking and Participant Protections."
- Served as ERISA counsel to Verizon Communications Inc. on its transfer of $7.5 billion in pension liabilities to The Prudential Insurance Company of America.
- Represented AstraZeneca on employment and benefits matters in its up to $4 billion acquisition of Bristol-Myers Squibb's interests in the companies’ diabetes alliance.
- Designing and drafting a pension plan document converting a client’s traditional defined benefit plan to a cash balance pension plan.
- Counsel to Xerox in Supreme Court case concluding that plan administrator is owed deference for plan interpretation. See Conkright v. Frommert, 130 S. Ct. 1640 (2010).
- Drafting comprehensive amendments to nonqualified deferred compensation arrangements for two of the nation’s largest employers to comply with Section 409A of the Internal Revenue Code.
March 6, 2020, Covington Alert
Businesses are rapidly developing strategies to continue functioning and protect their workforces in the face of the growing Coronavirus COVID-19 outbreak. For obvious reasons, businesses may want to deploy health screening, testing, and professional medical advice services—including telemedicine—to their employees and dependents. It is critical that ...
December 9, 2019
WASHINGTON—Covington represented Merck & Co., Inc. in its definitive agreement under which Merck, through a subsidiary, will acquire ArQule for $20 per share in cash for an approximate total equity value of $2.7 billion. ArQule is a publicly traded biopharmaceutical company focused on kinase inhibitor discovery and development for the treatment of patients with ...
May 21, 2019
WASHINGTON—Covington advised Merck & Co., Inc., in its definitive agreement under which Merck, through a subsidiary, will acquire privately held Peloton Therapeutics, Inc. in exchange for an upfront payment of $1.05 billion in cash. In addition, Peloton shareholders will be eligible to receive a further $1.15 billion contingent upon successful achievement of ...
February 14, 2018, Covington Alert
The Tax Cuts and Jobs Act of 2017 (the “Act”) became Pub. Law 115-97 on December 22, 2017. Many of its more startling provisions have become well known since then. Of less dramatic impact are several provisions affecting qualified employer plans, fringe benefits, and certain kinds of compensation. These provisions are described in this client alert. This client ...
Covington Advises SK Holdings in Acquisition of Significant Minority Interest in Eureka Midstream
October 27, 2017
NEW YORK—Covington represented SK Holdings Co., Ltd. in its acquisition of a significant minority interest in Eureka Midstream Holdings, LLC, a midstream energy company that owns and operates approximately 340 miles of gas gathering pipelines in Ohio and West Virginia. The transaction closed in early October 2017. SK Group is a top three conglomerate in South ...
September 15, 2016
WASHINGTON—Covington advised WestRock Company in its transfer of $2.5 billion of pension liabilities to Prudential Insurance Company of America. WestRock’s pension plan will purchase a group annuity contract from Prudential covering approximately 35,000 retirees and beneficiaries. This is one of the largest pension transfer transactions to have occurred in the ...
IRS Issues Transition Relief for Hybrid Plans
November 16, 2015, Bloomberg BNA
Partners Richard Shea and Robert Newman are quoted in a BNA article discussing new rules governing hybrid pension retirement plans. More transitional guidance is needed, according to Shea. “The rules finalized today only address how to transition from a noncompliant market rate of return. They do not address how to transition from plan provisions that do not ...
August 20, 2015, Inside Compensation
As people head off on their summer breaks, regulators in Europe, particularly Germany, are increasingly focused on the breakdown of the division between home and work life and how this division is changing as mobile devices become used for work-related emails. Regulators are considering new rules that would limit an employer’s ability to require employees...
July 9, 2015, Inside Compensation
The IRS issued a notice today stating that it intends to amend regulations to prohibit a pension plan from offering a lump sum distribution to participants who are receiving annuity payments. The new guidance would take effect today, except for certain lump sum offers already in progress. While de-risking through lump sum offers becomes more...
Covington Advises Public Pension Capital on Partnership with Kramer Van Kirk Credit Strategies
May 15, 2015
WASHINGTON, DC, May 15, 2015 — Covington represented Public Pension Capital, LLC in the formation of a strategic partnership with and investment in Kramer Van Kirk Credit Strategies LP, a Chicago-based manager of collateralized loan obligations with more than $4 billion in assets under management. Public Pension Capital also acquired a stake in KVK Technology ...
May 4, 2015, Inside Compensation
Finding a 409A violation generally prompts a sometimes frantic search for a means of correction under various IRS pronouncements. One previously helpful — but now slightly limited — such item was included in the proposed income inclusion regulations, which were issued in December 2008. Those regulations, which have not been finalized but which may be...
April 13, 2015
SAN FRANCISCO, April 13, 2015 — Covington advised Prosper Marketplace, Inc. in its $165 million Series D financing. This round was led by Credit Suisse NEXT Investors, part of Credit Suisse Asset Management, and included J.P. Morgan Asset Management, SunTrust Banks, a subsidiary of USAA, BBVA Ventures (BBVA’s representative office in San Francisco), Neuberger ...
January 30, 2015, Inside Compensation
Earlier this week, the Supreme Court issued its opinion in M&G Polymers USA v. Tackett, addressing the question whether a collective bargaining agreement is presumed to provide vested retiree medical benefits. Unlike pension benefits, welfare benefits, such as retiree medical coverage, are not subject to statutory vesting rules under ERISA. Accordingly, ...
October 27, 2014, Inside Compensation
The Chairs of the two Senate committees that govern pensions sent a letter last week to the heads of government agencies overseeing pensions requesting additional guidance on pension de-risking. The letter was written by Senator Wyden (D-Or), as Chair of the Committee on Finance, and Senator Harkin (D-IA), as Chair of the Committee on Health,...
October 13, 2014
NEW YORK, October 13, 2014 — Covington & Burling advised the Special Conflicts Committee of the Board of Directors of Atlas Pipeline Partners in its $5.8 billion merger with Targa Resources Partners. Under the agreement, Targa will pay $4 billion in Targa units and cash and assume $1.8 billion in debt for Atlas. Atlas unitholders will receive 0.5846 units of ...
October 8, 2014, Inside Compensation
Treasury and the IRS recently issued long-awaited regulations governing cash balance and other hybrid pension plans. Final regulations implement the intent of Congress in the Pension Protection Act of 2006 (the “PPA”) to eliminate the so-called “whipsaw calculation” and permit more generous rates of return for employees and retirees. Proposed regulations ...
Guidance, flexibility offered in cash balance rules
September 29, 2014, Pensions & Investments
Richard Shea and Robert Newman are quoted in this piece on regarding the recently released rules on hybrid defined benefit plans: The regulations, adopted Sept. 18, “make possible a type of retirement plan our country sorely needs,” said Richard Shea, a Washington attorney with law firm Covington and Burling, who chairs the employee benefits and executive ...
September 26, 2014, Inside Compensation
Earlier today, Motorola Solutions announced that it is transferring $3 billion of pension liabilities to Prudential. The transfer covers approximately 30,000 plan participants who currently receive monthly pensions. In addition, former employees who have a vested benefit under the company’s pension plan but have not yet begun to receive benefits will be ...
September 23, 2014, Bloomberg BNA
Robert Newman and Richard Shea are quoted in this article regarding the recently released rules on hybrid defined benefit plans: "The final rules open up a new world for employers wanting to offer retirement plans to their employees and could eventually slow the migration from defined benefit plans to defined contribution plans, Robert Newman and Richard C. ...
August 28, 2014, Inside Compensation
We previously noted that the National Labor Relations Board (“NLRB”) takes the position that the National Labor Relations Act (“NLRA”) protects employees’ use of social media for certain purposes, and these protections apply regardless of whether the employees are covered by a collective bargaining agreement. Our colleagues at InsidePrivacy recently posted a ...
August 26, 2014, Inside Compensation
Kodak recently announced that it is increasing the benefits provided under its defined benefit plan. Kodak will credit an additional 3% of pay each year under its cash balance pension plan instead of making a matching contribution of up to 3% of pay under its 401(k) plan. In connection with this change, Kodak announced that...
June 26, 2014, Inside Compensation
Yesterday, the Supreme Court issued its much anticipated decision in the stock-drop case, Fifth Third Bancorp v. Dudenhoeffer. The Court vacated the lower court decision that was adverse to the employer, Fifth Third Bancorp, and remanded the case to the lower courts for further proceedings. Fiduciaries of employee stock ownership plans (ESOPs) had hoped that...
De-Risking: Tradeoff Between Reduction in Volatility and Retirement Security
April 24, 2014, ABA Joint Committee on Employee Benefits
April 24, 2014, Bloomberg BNA
Covington partner Robert Newman spoke during an April 24 webinar, De-risking: Tradeoff Between Reduction in Volatility and Retirement Security, sponsored by the American Bar Association Joint Committee on Employee Benefits, regarding the Internal Revenue Service working on additional private letter rulings that cover lump-sum offers to retirees who are receiving ...
December 19, 2013
NEW YORK, December 19, 2013 — Covington & Burling advised AstraZeneca in its acquisition of Bristol-Myers Squibb's interests in the companies’ diabetes alliance for an initial consideration of $2.7 billion on completion and up to $1.4 billion in regulatory, launch and sales-related payments. AstraZeneca has also agreed to pay various sales-related royalty ...
Institutional Investor Names Covington’s Shea as Leader in Shaping Nation’s Retirement System
11/21/2013
WASHINGTON, DC, November 21, 2013 — Institutional Investor has named Covington & Burling partner Richard Shea as one of the 40 people with the greatest influence in shaping the future of the nation’s retirement system. Just one other lawyer in private practice was named to the list—David Boies for his defense of changes to Rhode Island’s state pension plan. ...
Covington Advises MedImmune in Acquisition of Amplimmune
August 26, 2013
NEW YORK, August 26, 2013 — Covington & Burling is advising MedImmune, AstraZeneca’s global biologics research and development arm, on the acquisition of Amplimmune, a privately held biologics company focused on developing novel therapeutics in cancer immunology. Under the terms of the merger agreement, MedImmune will acquire Amplimmune shares for an initial ...
Unraveling the Windsor Knot: How the Supreme Court’s Opinion on DOMA Will Affect Employers and Employee Benefits
June 26, 2013, Bloomberg BNA Webinar
Covington Prevails For Verizon on Pension Plan Dispute
December 7, 2012
WASHINGTON, DC, December 7, 2012 — A federal judge rejected an attempt by former Verizon employees today to block the transfer of $7.5 billion of retirement benefit liabilities to The Prudential Insurance Company of America. Covington & Burling was lead counsel to Verizon in the matter, persuading Chief Judge Sidney A. Fitzwater of the Northern District of ...
October 22, 2012
WASHINGTON, DC, October 22, 2012 — Covington & Burling served as ERISA counsel to Verizon Communications Inc. on its transfer of $7.5 billion in pension liabilities to The Prudential Insurance Company of America. Many sponsors of defined benefit plans, especially frozen plans, are considering ways to “de-risk” by reducing or eliminating the volatility ...
September 7, 2012, Covington E-Alert
De-Risking is Job One: A Review of Ford and GM's Pension De-Risking Efforts and the Impact on Plan Sponsors
August 15, 2012, Society of Actuaries Webcast
May 14, 2012
WASHINGTON, DC, May 14, 2012 — Covington & Burling partners Richard Shea and Robert Newman and associate Katherine Mineka have been named recipients of the “2012 Burton Awards for Legal Achievement.” Their article, “Hybrid Plans at the Crossroads,” won in the legal writing for law firms category. The article, which was originally published in BNA Pensions & ...
Re-Imagining the Pension Plan: Sharing Risk to Achieve Efficient, Sustainable Retirement Security
2012, N.Y.U. Review of Employee Benefits and Executive Compensation
August 31, 2011
NEW YORK, August 31, 2011 — Joy Global Inc. (NASDAQ: JOYG), a worldwide leader in high-productivity mining solutions, reported today that it has entered into a definitive agreement to sell the drilling products business of its recently acquired LeTourneau Technologies, Inc. to Cameron International Corporation (NYSE: CAM) for $375 million in cash, subject to ...
Hybrid Plans at the Crossroads: Will Treasury and IRS Allow Them to Be Defined Benefit Plans?
June 3, 2011, BNA, Inc. Pension & Benefits Daily
5/16/2011
WASHINGTON, DC, May 16, 2011 — Joy Global Inc. (NASDAQ: JOYG), a worldwide leader in high-productivity mining solutions, reported today that it has signed a definitive agreement to acquire 100 percent ownership interest in LeTourneau Technologies, Inc. (“LeTourneau”) from Rowan Companies, Inc. (“Rowan”) (NYSE: RDC) for $1.1 billion in cash. LeTourneau designs, ...
Covington Advises Atlas Pipeline Holdings L.P. in Acquisition of Upstream Oil & Gas Assets from Atlas Energy, Inc.
November 9, 2010
NEW YORK, November 9, 2010 — Atlas Pipeline Holdings L.P. and Atlas Energy, Inc. announced today that they have entered into an agreement for Atlas Holdings to acquire from its parent, Atlas Energy, all of Atlas Energy’s partnership management business and certain producing oil & gas assets for total consideration of $250 million, consisting of $220 million in ...
June 23, 2010
WASHINGTON, DC, June 23, 2010 — Covington & Burling LLP received 85 individual mentions and 23 practice mentions in the Legal 500 US 2010 edition. Legal 500 reviews the strengths and strategies of law firms in more than 90 countries in Europe, the Middle East, Asia, North and South America, and the Caribbean. Here are the Covington lawyers and practices ...
May 7, 2010
WASHINGTON, DC, May 7, 2010 — Covington & Burling LLP represented the prevailing parties in Conkright v. Frommert, a significant case in the U.S. Supreme Court concerning the Employee Retirement Income Security Act (ERISA). The Court’s ruling in favor of the Xerox Corporation pension plan and the plan’s administrator has implications for many other ERISA plans. ...
April 21, 2010
WASHINGTON, DC, April 21, 2010 — In a statement released today, Pepco Holdings, Inc. announced that it has entered into an agreement to sell the power generation assets of its Conectiv Energy segment to Calpine Corporation for approximately $1.7 billion. Covington & Burling LLP advised Pepco Holdings on the transaction. Pepco Holdings, headquartered in ...
Covington Advises Financial Federal Corporation on $738M Merger with People’s United Financial
2/22/2010
NEW YORK, February 22, 2010 — Financial Federal Corporation and People’s United Financial, Inc. have completed the merger of Financial Federal with People’s United in a transaction valued at approximately $738 million. Covington & Burling LLP advised Financial Federal on the transaction. Financial Federal is a financial services company providing collateralized ...
Covington Advises Boehringer Ingelheim on Acquisition of Animal Health Assets from Pfizer and Wyeth
9/24/2009
NEW YORK, September 24, 2009 — Boehringer Ingelheim, and its US animal health business Boehringer Ingelheim Vetmedica, Inc., has entered into an agreement with Pfizer to acquire certain assets of Wyeth’s Fort Dodge Animal Health business upon the closing of the global Pfizer-Wyeth merger. Covington & Burling LLP represented Boehringer Ingelheim on the ...
7/22/2009
NEW YORK, NY, July 22, 2009 — Medarex and Bristol-Myers Squibb announced today that Bristol-Myers Squibb entered into an agreement for Bristol-Myers Squibb to acquire all of the outstanding stock and stock equivalents of Medarex for $16.00 in cash per share, or aggregate consideration of $2.4 billion. Covington & Burling LLP advised Medarex on the ...
12/2/2008
NEW YORK, NY, December 2, 2008 — Roche and Memory Pharmaceuticals have announced a definitive merger agreement for Roche to acquire all the outstanding shares of Memory Pharmaceuticals. Covington & Burling LLP advised Memory Pharmaceuticals on the deal, valued at approximately $50 million. Roche, headquartered in Switzerland, is one of the world’s leading ...
Covington Advises Procter & Gamble On Sale of ThermaCare
7/17/2008
NEW YORK, NY, July 17, 2008 — Wyeth Consumer Healthcare, a division of Wyeth, announced that it signed an agreement to purchase ThermaCare, a leading over-the-counter heat wrap, from Procter & Gamble. Covington & Burling LLP advised Procter & Gamble on the transaction. Introduced in the United States in 2002, ThermaCare Heat Wraps use heat therapy to relieve ...
Covington Advises Encysive on Pfizer Deal
2/21/2008
WASHINGTON, DC, February 21, 2008 — Encysive Pharmaceuticals Inc. announced yesterday that it has entered into an agreement to be acquired by Pfizer Inc. Under the terms of the agreement, Pfizer will make a cash tender offer for all issued and outstanding shares of Encysive for $2.35 per share, representing an equity value of approximately $195 million. ...
1/2/2008
NEW YORK, NY, January 2, 2008 — Coty Inc. has completed its acquisition of DLI Holding Corp., the parent company of Del Laboratories, Inc., one of the leading manufacturers of nail care, cosmetics, personal care, and OTC products. Covington & Burling LLP advised Coty on the transaction.Coty Inc. is the world’s largest fragrance company and a recognized leader in ...
December 18, 2007
NEW YORK, NY, December 18, 2007 — BUPA today announced that it has entered into an agreement to acquire Health Dialog. Covington and Burling LLP represented BUPA, Health Dialog’s largest shareholder, in the $775M transaction, which is expected to close in January. BUPA is a global provider of healthcare services and is the largest private health insurer in the ...
10/12/2007
NEW YORK, NY, October 12, 2007 — TouchTunes Music Corporation, the largest on-location digital entertainment network, has announced its acquisition of White Rabbit Game Studio, creators of PlayPorTT and developers of portable, on-location game systems. Covington & Burling LLP advised TouchTunes on the transaction. White Rabbit executives and employees will form ...
4/12/2007
NEW YORK, NY, April 12, 2007 — Boart Longyear Group announced that it has completed its Australian initial public offering for A$2.75 billion, which was Australia’s largest IPO in nine years. The final price of shares was A$1.85. Boart Longyear expects normal trading of its shares to commence on April 16, 2007. Covington & Burling LLP advised the management ...
- Chambers USA, Employee Benefits and Executive Compensation (2015-2020)
- Lawdragon, "The Most Powerful Employment Lawyers" top 20 practitioners in the area of Employee Benefits (2016-2019)
- Lawdragon, "40 Up and Comers in Employment Law" (2015)
- Selected for inclusion in Human Resource Executive's "The Nation’s Most Powerful Employment Attorneys" (2014)
- Legal 500 US, Labor & Employment - ERISA Litigation; Employee Benefits and Executive Compensation (2013-2016)
- Washington DC Super Lawyers, Employee Benefits/ERISA (2013-2020)
- Recipient of the 2012 "Burton Award for Legal Achievement."
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