Adam B. Cantor is a partner in the Tax Group at Brown Rudnick. He focuses on employee benefits, ERISA, employment law, executive compensation, including SEC proxy and Dodd-Frank compliance, deferred compensation, including 409A planning and compliance, and business succession planning, including ESOP transactions. His clients include private and public companies (including compensation committees), hedge funds, private equity investors, limited liability companies, partnerships, non-profit organizations and individuals.


Adam has advised clients on wide variety of employee benefits, ERISA, executive compensation, deferred compensation, employment law and business succession planning matters, including:

Design and compliance issues relating to qualified retirement plans, including controlled group and EPCRS issues

409A planning and compliance for nonqualified deferred compensation plans and employment, severance and change in control agreements

Discharge of fiduciary duties by administrative and investment committees of 401(k) and other qualified retirement plans

ERISA prohibited transaction avoidance and correction, including Voluntary Fiduciary Correction Program applications

Equity compensation design and compliance, including stock options, restricted stock, restricted stock units, stock appreciation rights, phantom stock and LLC- and partnership-based equity compensation arrangements

Structuring and negotiation of executive compensation and benefits packages on behalf of both companies and executives (with special expertise in 409A, 162(m) and 280G issues)

Dodd-Frank, SEC and Exchange compliance by compensation committees of public companies

Proxy disclosure for public companies relating to executive and director compensation

Best practices for compensation committees and boards of directors of private companies and boards of trustees of non-profit organizations with respect to executive compensation matters

Intermediate sanctions compliance and excess benefit transaction avoidance for executives of non-profit organizations and IRS Form 990 reporting related thereto

Structuring of employee benefits-related business transactions, including ESOP purchases of employer stock and qualified plan spin-offs, mergers and consolidations

Employee benefits issues and planning opportunities arising in connection with corporate transactions and bankruptcy proceedings

Negotiations with governmental agencies, including the IRS, DOL and PBGC

Mitigation strategies for employers with respect to multiemployer withdrawal liability

Welfare plan design and compliance, including COBRA, HIPAA, HITECH and Health Care Reform

Adam structures and manages employee benefits-related business transactions such as ESOP purchases of employer stock and qualified plan spin-offs, mergers and consolidations. In addition, he counsels compensation committees of public companies with respect to executive compensation matters and, in connection therewith, has developed compensation committee charters, executive officer and director ownership policies, equity grant policies, management bonus and retention plans and clawback policies. He also represents clients in their dealings with the Internal Revenue Service, the United States Department of Labor, the Pension Benefit Guaranty Corporation and various other government bodies.


New York University School of Law - LL.M. in Taxation, 2000
New York University School of Law - J.D., 1997
Columbia University - M.P.A., 1987
Wesleyan University - B.A., 1985

Bar Admissions

New York
New Jersey
U.S. District Court, District of New Jersey
Quoted, “20 Questions for your Retirement Plan Committee to Discuss in 2015,” PlanSponsor Magazine (April 2015)
Quoted, “Running the Fund: Keeping It Safe,” PlanSponsor Magazine (January 2014)
Speaking Engagements
New DOL Fiduciary Guidance: Top 10 Practical Action Items for Employers and 401(k) Plan Investment Committees (November 5, 2015)
Drafting Convertible Preferred Stock Provisions, Equity Warrants and Options, Restricted Stock and Restricted Stock Unit Grants (August 26, 2015)
Moderator, Ethics Panel, Northeast Area Benefits Conference (July 9, 2013)
Qualified Plan Audits and Investigations: What Every Employer Needs to Know (January 24, 2013)
Sobel & Co., LLC's Employee Benefit Plan Audit Group Roundtable: "Best Practices for Compensation Committees of Private Companies" (January 22, 2013)
401(k) Fee Disclosure and Investment Selection for Employers -- Are You Ready? (June 27, 2012)
Moderator, Argyle Executive Forum's 2010 CFO Leadership Breakfast, (December 9, 2010)
Dissecting Common Design Issues and Problem Areas Under 409A (July 22, 2010)
Navigating the Minefields: Hot Topics in Executive Compensation (January 26, 2010)
The U.S. Government's Assault on Overseas Bank & Securities Accounts (September 25, 2009)
Professional Memberships
American Bar Association
American Society of Professional Pension Actuaries Benefits Council of New York, Board Member
National Association of Stock Plan Professionals
New York State Bar Association
New Jersey State Bar Association