Douglas Pelley guides clients through the complex and evolving regulatory landscape applicable to executive compensation arrangements, including employment agreements, deferred compensation, severance and golden parachute agreements, and incentive and equity compensation arrangements. He assists clients with compensation and benefits issues in the M&A context, including bankruptcy reorganization. Mr. Pelley also counsels clients on the application of ERISA’s fiduciary duty and prohibited transaction rules to the administration of ERISA covered plans and to the structure and operation of the investment vehicles, such as hedge funds and private equity funds, in which plans invest.

Mr. Pelley also represents non-profit clients with respect to the special rules applicable to the pension plans and executive compensation arrangements of non-profit institutions, such as hospitals, religious organization and labor organizations.


  • SAIC in its US$790 million acquisition of Scitor Corp.
  • AOL Inc. in the acquisition of more than twenty privately held technology businesses.
  • Publicly traded business development company with respect to executive employment agreements as well as equity and incentive compensation programs.
  • Church-affiliated pension plan in US$700 million investment in a collective investment fund.
  • Multinational, publicly traded printing company in its bankruptcy and ultimate sale on all related executive compensation and employee benefits issues, including Section 409A compliance of executive employment agreements, multiemployer plan withdrawal liability, and defined benefit plan funding obligations.

  • Brazilian investment fund on structuring the fund as a VCOC.
  • Numerous hedge funds on ERISA issues.


  • JD, Cornell Law School, 1996, magna cum laude, Order of the Coif
  • BS, Atlantic Union College, 1993, summa cum laude
  • District of Columbia
  • Massachusetts

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