Ferrucci, Benjamin

Benjamin Ferrucci

Partner
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Benjamin Ferrucci has extensive experience counseling in matters of executive compensation and ERISA-related corporate matters.

He represents private equity and management-side clients in negotiation of compensation packages, including providing counsel on market conditions, developing strategic objectives, and advising on the advantages and disadvantages of different investment structures in relation to founders’ stock, options and profits interests.

Benjamin Ferrucci has extensive experience counseling in matters of executive compensation and ERISA-related corporate matters.

He represents private equity and management-side clients in negotiation of compensation packages, including providing counsel on market conditions, developing strategic objectives, and advising on the advantages and disadvantages of different investment structures in relation to founders’ stock, options and profits interests.

Benjamin advises funds, publicly traded and privately held companies, boards and management teams in employee benefits and compensation matters involving retention, incentive and equity plans and negotiates employment, change in control, and non-compete agreements, all in accordance with relevant statutes and regulations, including Internal Revenue Code Sections 409A, 280G, 162(m), and 83.‎

Benjamin also counsels clients in connection with ERISA matters and related tax, securities law, corporate governance and accounting issues in corporate mergers, acquisitions, bankruptcies and reorganizations, and ordinary course operation of benefit plans and programs.

Benjamin’s representative experience includes:

  • Negotiated employment and separation agreements for chief executive and senior level officers of numerous large-cap public companies, private portfolio companies and private equity funds
  • Prepared submissions under Code Section 409A correction program
  • Restructured limited liability company operating agreement to incorporate use of profits interests, including “catch-up” provisions
  • Participated in obtaining several IRS private letter rulings, including with respect to master and group trusts
  • Assisted special trustee in termination of qualified retirement plans
  • Counseled client with respect to meeting coverage and reporting obligations under the new health care law requirements
  • Addressed allocation and satisfaction of COBRA obligations in the context of an acquisition of a subsidiary target from a foreign seller

Benjamin’s experience includes the employee benefits and executive compensation work in connection with the representation of:

  • Becklar, LLC, parent company of both AvantGuard Monitoring Centers and Freeus, in a completed investment transaction with BV Investment Partners
  • Melody Investment Advisors LP in connection with the acquisition of 90% of Uniti Towers, the wireless tower business of real estate investment trust Uniti Group Inc. (NASDAQ: UNIT), for approximately $220 million in cash
  • iA Financial Group in the completed acquisition of IAS Parent Holdings, Inc., and its subsidiaries for a total enterprise value of $720 million, following a competitive auction process
  • Palladium Equity Partners, LLC, in the completed sale of the parent company of DolEx Dollar Express, Inc., to a group of investors, including management
  • PTC Inc. in its acquisition of Onshape Inc. for approximately $470 million in cash, net of cash acquired
  • Vericity, Inc., in its $150 million initial public offering of common stock
  • Watson Holdings, LLC, in the sale of Watson Inc., a supplier of custom nutrient premixes and ingredients for the food industry, to Glanbia, Inc., a global food and ingredient supplier
  • Silver Oak Services Partners, a lower middle market private equity firm, in the recapitalization of Keystone Partners, a leading provider of comprehensive outplacement, career management, executive coaching and leadership development services
  • Vendome Medquest, LLC, a subsidiary of Vendome Group, LLC, in the sale of its Healthcare Informatics business line to Endeavor Events, LLC
  • Prospect Partners in an add-on acquisition by its portfolio company Owen Equipment of Legacy Equipment Company, a supplier of street sweepers, sewer cleaning equipment, refuse and mechanic trucks, and snow removal equipment
  • Prospect Partners in the sale of its portfolio company Owen Equipment, a specialty equipment platform providing critical infrastructure solutions to municipal, utility and commercial customers, to CenterGate Capital
  • Nautic Partners and its portfolio company Healthcare Payment Specialists (HPS), a leader in helping health care providers optimize Medicare reimbursement, in the sale of HPS to TransUnion Healthcare Holdings, Inc., a subsidiary of TransUnion (NYSE: TRU)
  • Pronto Insurance, a portfolio company held by a private equity fund affiliated with Palladium Equity Partners, LLC, in its sale to Risk Placement Services Inc., a unit of Arthur J. Gallagher & Co.
  • Health Grid Holding Company in its sale to Allscripts Healthcare Solutions
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CREDENTIALS
Education
  • LL.M., New York University, 1994
  • J.D., The Catholic University of America School of Law, 1993
  • B.A., Tufts University, 1988
Bar Admissions
  • Massachusetts, 1994