David B. Zelikoff

David B. Zelikoff is a partner in Morgan Lewis's Employee Benefits and Executive Compensation Practice. Mr. Zelikoff works with clients on all aspects of their employee benefit and executive compensation programs, including the design, implementation, and operation of their tax-qualified plans, nonqualified deferred compensation plans, equity compensation plans, and health and welfare plans. Mr. Zelikoff designs and negotiates employment agreements, severance arrangements, and change-in-control arrangements for clients. He works with plan sponsors in connection with audit and correction matters before the Internal Revenue Service (IRS) and counsels plan sponsors and committees on ERISA fiduciary matters. He also advises clients on matters under section 409A of the Internal Revenue Code (the Code). In his practice, Mr. Zelikoff works with clients of all types and sizes, including Fortune 500 and emerging-growth companies, technology and life science companies, public and private companies, and tax-exempt organizations.

Mr. Zelikoff is involved in negotiating the employee benefit and equity terms of mergers and acquisitions and advises on the application of section 280G of the Code in such transactions. He also works with public companies in connection with the disclosure and approval of their equity and executive compensation programs, including issues relating to section 162(m) of the Code.

Mr. Zelikoff actively represents ERISA plans and public pension plans in connection with their investments in private equity funds and hedge funds as well as direct co-investments in portfolio companies. He also provides advice on prohibited transaction issues relating to individual retirement account investments in alternative investment vehicles.

In private equity buyouts, Mr. Zelikoff has represented a number of executive management teams with regard to the negotiation of the terms and conditions of their equity and employment agreements. He has also represented individual executives in the negotiation of the terms and conditions of their new employment and separation from employment.

Mr. Zelikoff has assisted a number of pro bono clients with their formation and filing with the IRS for tax-exempt status under section 501(c)(3) of the Code.

Mr. Zelikoff is an adjunct professor at Villanova University, where he co-teaches an executive compensation planning class during the summer session.

Mr. Zelikoff earned his J.D. from George Washington University Law School in 1997, where he was notes editor for the George Washington University Law Review. He earned his B.A. in economics from The College of New Jersey in 1994.

Mr. Zelikoff is admitted to practice in Pennsylvania, New Jersey, and the District of Columbia.


Good to know

Areas of Practice 1) Employee Benefits & Executive Compensation, 2) Transactional Matters, 3) Health & Welfare Plans, 4) Defined Benefit & Cash Balance Plans, 5) Securities Industry, 6) Real Estate Investment Trusts, 7) Private Investment Funds and 8) Private Equity M&A
Law School The George Washington University Law School
Education College of New Jersey, 1994, B.A.
Bar Member / Association State Bar Of Pennsylvania, State Bar Of New Jersey, State Bar Of District of Columbia
Most recent firm Morgan, Lewis & Bockius LLP
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