Paul Weiss

1285 Avenue of the Americas
New York, NY 10019-6064
212-373-3237 (direct)
212-492-0237 (direct fax)
212-373-3000 (firm)
212-757-3990 (firm fax)

Lawrence (Larry) Witdorchic is a partner in the Employee Benefits and Executive Compensation Group. In the 2011, 2012 and 2013 editions of Chambers USA and Legal 500, Larry was named as a leading individual for New York Employee Benefits & Executive Compensation.


Larry advises a wide variety of clients in transactional matters, including private equity funds and publicly-held corporations, with respect to the executive compensation and employee benefits features of mergers, takeovers, other acquisitions, dispositions and initial public offerings. Larry's practice includes the structuring and design of equity compensation arrangements, including stock options, stock appreciation rights, restricted stock, phantom stock, performance shares and LLC/partnership interests (including profits interests), and all facets of nonqualified deferred compensation plans and arrangements, including tax and accounting consequences. He advises clients on the creation, negotiation and modification of employment agreements, separation and termination agreements, change in control arrangements, often in connection with significant corporate transactions. In addition, he assists private equity funds and other entities with significant pension plan investors in complying with ERISA fiduciary rules, including structuring of acquisitions and dispositions to comply with ERISA's plan asset rules regarding venture capital operating companies (VCOCs), real estate operating companies (REOCs) and other pooled investment vehicles. Larry also provides securities laws advice relating to employee benefits and executive compensation, including registration of benefit plans on Form S-8 and compliance with Rule 701 under the Securities Act and compliance with the various disclosure requirements and compliance with Section 16 and Rule 16b-3 under the Exchange Act.

Larry's public company merger and acquisition representations include:

  • AbitibiBowater Inc., and certain U.S. and Canadian subsidiaries, as U.S. bankruptcy and securities counsel in their complex U.S. chapter 11 and Canadian insolvency proceedings;
  • Automatic Data Processing, Inc. in its $400 million acquisition of Cobalt Holding Company;
  • Citigroup in the sale of its private equity businesses (fund of funds, mezzanine funds, feeder funds and co-investment businesses) to Lexington Partners and StepStone Group LLC;
  • Dainippon Sumitomo Pharma Co. Ltd.'s $2.6 billion acquisition of Sepracor Inc.;
  • Ericsson in its acquisitions of Nortel Network's Multi-Service Switch business and Telcordia Technologies;
  • ITC Deltacom's sale to EarthLink in an all-cash transaction valued at approximately $516 million;
  • Spectrum Brands Holdings, Inc. in its $1.4 billion acquisition of the Hardware & Home Improvement Group of Stanley Black & Decker, Inc.;
  • The Wendy's Company in its sale of Arby's Restaurant Group, Inc. to a buyer formed by Roark Capital Group, in a transaction with an aggregate value estimated to be $430 million;
  • Triarc Companies, Inc.'s $2.34 billion acquisition of Wendy's International; and
  • Universal American Corp. in connection with the $1.25 billion sale of its Medicare Part D business to CVS Caremark.

Larry's private equity and private company merger and acquisition experience includes:

  • Funds affiliated with Apollo Global Management:
    • in its $2.4 billion acquisition of McGraw-Hill Education, a digital learning company;
    • in the $560 million acquisition of CKx (now CORE Media Group), an entertainment business that owns the rights to American Idol and the name and likeness rights of Elvis Presley and Muhammad Ali. Subsequently, Larry advised CORE Media Group in the sale of its interests in Elvis Presley Enterprises and Muhammad Ali Enterprises;
    • as part of a consortium which included Riverstone Holdings, Access Industries and others, in the $7.15 billion acquisition of the energy and power business of El Paso Corporation;
  • Farallon Capital Partners' $1.8 billion acquisition of the manufactured home business of Affordable Residential Communities;
  • InterMedia Outdoors Holdings, LLC, a multi-media company that controls The Sportsman Channel and InterMedia Outdoors, in its merger with Outdoor Channel Holdings, Inc. (terminated);
  • InterMedia Partners in the creation of Hemisphere Media Group, a publicly traded media company targeting Hispanic TV/cable networks, including Hemisphere's pending acquisition of the Pasiones, Centroamerica TV and TV Dominicana cable networks;
  • Meritage Group LP in its acquisition of CoHo Distributing LLC, the second-largest distributor in the MillerCoors beer distribution system;
  • Oak Hill Capital Partners in connection with the sale of Duane Reade Holdings, Inc. to Walgreen Co., in a cash transaction for a total enterprise value of $1.075 billion;
  • The buyer group in its acquisition of the Florida Panthers of the National Hockey League;
  • Towerbrook Capital Partners in the $850 million sale of its portfolio company, The Broadlane Group, Inc., to MedAssets, Inc;
  • Virtu Financial LLC in its merger with Madison Tyler Holdings, LLC, creating one of the world's preeminent financial technology companies; and
  • William Morris Endeavor, along with private equity partner Silver Lake Partners, in their $2.4 million acquisition of IMG Worldwide, a leading sports and media talent agency.

Larry's capital markets and securities representations include:

  • Houghton Mifflin Harcourt, a leading provider of education solutions, in its initial public offering of approximately $252 million of common stock; and
  • Intelsat, S.A., the world's leading provider of satellite services, in its initial public offering of approximately $400 million of common shares and in its public offering of approximately $172.5 million of 5.75% Series A mandatory convertible junior nonvoting preferred shares.

Larry also provides securities and compensation disclosure counsel to a wide range of public companies, including Automatic Data Processing, Inc. and Ralph Lauren Corporation, among other clients.

Larry was a member of the Fordham Law Review.



  • J.D., Fordham University School of Law, 1995
  • A.B., Harvard University, 1988

Bar Admissions

  • New York

See Library Tab for articles, publications and presentations by Lawrence Witdorchic

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Of Note

Jul 24, 2013

AmLaw Recognizes Paul, Weiss for
“Global M&A Deal of the Year: Canada”

Jun 07, 2013

Chambers USA 2013
Ranks Paul, Weiss Highly

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