Teresa Napoli advises public and private companies on the full lifecycle of employee benefit and executive compensation arrangements. She has substantial experience in the manufacturing, aviation and life sciences sectors, and a philosophy that clients are best served by practical, timely guidance that balances business needs and legal requirements.
Teresa counsels her clients on the design, implementation, and ongoing administration and compliance of a broad range of programs, with a particular focus on tax-qualified and nonqualified retirement plans, including defined contribution and defined benefit pension plans. She also advises her clients on the tax, fiduciary and contracting aspects of strategic plan terminations and other pension risk transfers such as annuity buyout transactions. She partners with fiduciaries of employee benefit plans to develop robust fiduciary training and ongoing plan governance structures. Her experience includes significant representations before government agencies, including the Internal Revenue Service, the Department of Labor and the Pension Benefit Guaranty Corporation.
Teresa also structures and negotiates employment and separation agreements, and provides strategic guidance on executive compensation matters including severance and retention plans, and equity and cash-based incentive arrangements such as stock options, restricted stock, restricted stock units, phantom equity, and employee stock purchase plans.
She frequently advises clients in corporate transactions, addressing compensation and benefits considerations in mergers, acquisitions, and other strategic events, as well as related employee integration efforts.
Teresa is the chairperson of the ABA Joint Committee on Employee Benefits and frequently speaks on matters relating to employee benefits and fiduciary governance.
Teresa’s expertise touches tax and regulatory frameworks governing benefit and compensation arrangements, including Sections 280G, 401, and 409A of the Internal Revenue Code.
Representative Experience
- Represented a life insurance company in its approximately US$5.1bn acquisition by a global asset management reinsurance platform.*
- Represented an e-commerce company in the sale of substantially all of its assets to a Singapore-based acquirer for approximately US$173m.*
- Represented a global biotechnology company in its US$1.2bn sale of a biologics manufacturing facility to an international contract manufacturing organization.*
- Represented a global pharmaceutical company in its approximately US$1.5bn acquisition of an immunotherapy company, including contingent value rights.*
- Represented a global pharmaceutical company in its acquisition of a clinical-stage GLP-1 therapeutics company for an upfront payment of US$2.7bn and additional milestone payments of up to US$400m.*
- Represented a global pharmaceutical company in its US$1.8bn acquisition of a diagnostics company.*
*Matters handled prior to joining Foley.
Awards & Recognitions
- Best Lawyers: Ones to Watch®, Employee Benefits (ERISA) Law (2021–2025)
Presentations
- Speaker, “Employee Benefits: Defined Benefit Plans,” American Bar Association Mid-Year Tax Meeting (May 9, 2025)
- Speaker, “CARE(S) to Elaborate? Employee Benefits and Executive Compensation in a COVID19 World,” ABA Business Law Section (July 15, 2020)
- Speaker, “Employee Benefits and Executive Compensation Update,” ABA Business Law Section (May 27, 2020)
Affiliations
- Chair, Joint Committee on Employee Benefits, American Bar Association
- Vice-Chair, Subcommittee on Defined Benefit Plans, Employee Benefits Committee, Tax Section, American Bar Association
- Incoming Chair, Employee Benefits and Executive Compensation Committee, Business Law Section, American Bar Association