About Victoria R. Rosamond

Victoria Rosamond is valued by clients for her ability to provide clear and commercial advice on complex executive compensation and employee benefits matters arising day to day and in connection with mergers, acquisitions, financings and corporate reorganizations. US and global companies, management teams and boards of directors turn to Victoria to help effectively incentivize employees while navigating applicable securities, tax and ERISA concerns and remaining in compliance with fiduciary and shareholder responsibilities.

A trusted voice on executive compensation and employee benefits issues

Victoria's practice spans the full spectrum of compensation and benefits issues, including the design, implementation, negotiation and administration of employment agreements, severance arrangements, equity and phantom equity compensation arrangements, profits interest arrangements, deferred compensation arrangements, change-in-control arrangements, and retention, incentive and other compensation and benefits arrangements. Victoria is also regularly called upon to provide clarity and guidance on compensation-related public disclosure obligations and corporate governance matters and best practices.

Victoria advises on compensation and benefits issues arising both day to day and in the context of corporate transactions and reorganizations. She has substantial knowledge of the tax, ERISA, securities and other regulatory issues relating to benefits and compensation arrangements and strives at all times to maximize tax efficiency for her clients.

Victoria also provides counsel on pension plan investment and compliance with ERISA's fiduciary obligations and prohibited transaction rules and regularly counsels private fund sponsors in connection with ERISA's "plan asset' regulation including VCOC and REOC compliance.

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Practice Focus

  • Designing, negotiating and drafting equity-based compensation plans (including stock option, restricted stock, phantom equity arrangements and profits interests programs)
  • Designing, negotiating and drafting cash bonus plans; nonqualified deferred compensation plans; and employment, consulting, termination, severance and change-in-control arrangements
  • Counseling management teams and companies on all benefits-related aspects of corporate transactions, including advice on IRS Code Sections 83, 409A and 280G, as well as other benefits-related tax law issues
  • Advising on corporate governance and compliance matters, including preparation and revision of applicable securities filings, including the relevant sections of proxy and registration statements and periodic and current reports

Representative Experience

  • Represented one of the United States’ largest generators of electricity from natural gas and geothermal resources in its $17 billion sale to an energy-focused private equity firm and a consortium of investors.  *
  • Represented energy company in its $119 million sale of two intermediate gas-fueled plants in Massachusetts.  *
  • Represented premier brand management company in the $345 million sale of its entertainment division.  *
  • Represented a private equity firm in acquiring a provider of contingent workforce management services and software.  *
  • Represented a provider of health care services in the $600 million sale of the company.  *
  • Represented a private equity firm in acquiring a materials handling company.  *
  • Represented a middle-market private equity firm in an investment in a multinational, full-service clinical research organization serving the biopharmaceutical and medical device industries.  *
  • Represented a private equity firm in acquiring an operator of commercial indoor climbing gyms in Maryland, Virginia and Colorado.  *
* Experience prior to Katten


  • Explanation of Equity Award Rollover in Corporate Transaction, Memorandum, Lexis Practice Advisor
    Summer 2018
  • Explanation of Equity Award Cash-out in Corporate Transaction, Memorandum, Lexis Practice Advisor
    Summer 2018