Victoria Rosamond

Partner, New York

Biography

Overview

Victoria specializes in executive compensation and employee benefits. Her experience includes the drafting and design of compensation and benefit arrangements for US and multinational public and private companies including incentive and deferred compensation, bonus, stock option, profits interests, restricted stock and other equity and non-equity-based arrangements, including advising on benefits-related tax and securities law.

Victoria is also experienced in the drafting and negotiation of executive employment, severance, retention, change-in-control, non-competition and waiver and release agreements.

Victoria advises on a variety of compensation, benefit and employment issues raised in the context of corporate transactions, including merger, acquisition, joint venture and other business combinations and has worked on a number of notable cross-border transactions.

Victoria advises clients on compliance with ERISA fiduciary and plan asset requirements including the structure and offering of various securities and financial products, the formation and ongoing compliance of private equity and hedge funds, and compliance with ERISA's various prohibited transaction rules and exemptions.

Bars and Courts
New York State Bar
Solicitor of the Senior Courts of England and Wales
Education
LLM
Fordham University School of Law
LPC
BPP Law School
GDL
BPP Law School
BA
University of Bristol
Languages
English

Experience

Calpine Corporation in its US$17 billion sale to Energy Capital Partners, an energy-focused private equity firm, and a consortium of investors including Access Industries and Canadian Pension Plan Investment Board.

Soaring Eagle Acquisition Corp. (NASDAQ: SRNG), a SPAC, in its US$15 billion business combination with Ginkgo Bioworks, Inc., a synthetic biology company, which uses technology to program cells for a potentially wide variety of uses, including fragrances and sweeteners, as well as mRNA vaccines and animal-free proteins.

Flying Eagle Acquisition Corp. (NYSE: FEAC), a SPAC, in its US$4.3 billion business combination with Skillz Inc., a mobile-gaming company based in California.

Falcon Capital Acquisition Corp. (NASDAQ: FCAC), a SPAC, in its US$3.9 billion business combination with Sharecare, Inc., a digital health company based in Georgia.

SES Holdings Pte. Ltd., a developer and manufacturer of high-performance hybrid lithium-metal rechargeable batteries for electric vehicles, in its US$3.6 billion business combination with Ivanhoe Capital Acquisition Corp. (NYSE: IVAN), a SPAC focused on electrification of society and industry.

Ascendant Digital Acquisition Corp. (NYSE: ACND), a SPAC, in its US$3 billion business combination with Beacon Street Group, LLC, a leading multi-brand digital subscription service platform that provides premium financial research, software, education and tools for self-directed investors.

Landcadia Holdings III, Inc. (NASDAQ: LCY), a SPAC, in its US$2.642 billion acquisition of HMAN Group Holdings Inc., the parent company of The Hillman Group, Inc., a leading distributor of hardware and home improvement products, personal protective equipment and robotic kiosk technologies, from CCMP Capital Advisors, LP.

ION Acquisition Corp 1 Ltd. (NYSE: IACA), a SPAC, in its US$2.6 billion business combination with Taboola.com Ltd., an Israeli private company and a global leader in powering recommendations for the open web.

Fusion Acquisition Corp. (NYSE: FUSE), a SPAC, in its US$2.2 billion business combination with MoneyLion Inc., America's leading digital financial platform.

Diamond S Shipping Inc., one of the largest publicly listed owners and operators of crude and product tankers, in its US$2 billion merger with International Seaways, Inc., one of the largest tanker companies worldwide providing energy transportation services for crude oil and petroleum products.

CITIC Capital Acquisition Corp. (NYSE: CCAC), a SPAC, on its US$1.4 billion business combination with Quanergy Systems Inc., a technology company in the LiDAR industry.

ION Acquisition Corp 2 Ltd. (NYSE: IACB), a SPAC, in its US$1.3 billion business combination with Innovid, Inc., a global leader in connected TV ad delivery and measurement.

Quad-C Management, Inc. in its US$1.2 billion sale of AIT Worldwide Logistics Holdings, Inc., a leading global provider of transportation and logistics solutions, to The Jordan Company.

bolttech Holdings Ltd., an international insurtech company, in its US$180 million series A equity financing round, which values bolttech at more than US$1 billion - giving bolttech unicorn status only one year after its launch in 2020. Activant Capital Group acted as lead investor in the eqiuty financing round.

Toys "R" Us on WHP Global's significant minority investment in and strategic partnership with TRU Kids Parent LLC, parent company to the Toys "R" Us and Babies "R" Us brands.

FG New America Acquisition Corp. (NYSE: FGNA), a SPAC, in its US$800 million business combination with Opportunity Financial, LLC, a leading financial technology platform that focuses on helping middle income, credit-challenged consumers build a better financial path through affordable personal loans.

AutoLotto, Inc., a leading platform to play the lottery online, in its US$526 million business combination with Trident Acquisitions Corp. (NASDAQ: TDACU, TDAC, TDACW), a SPAC.

Priority Power Management, LLC, an independent energy management services and consulting firm, in its acquisition of Satori Enterprises LLC (d/b/a Satori Energy), a leading energy consulting firm based out of Chicago, Illinois serving more than 55,000 industrial, municipal and residential clients in 25 states, the District of Columbia, Canada and Mexico.

Dynegy Inc. in its US$119 million sale of two intermediate gas-fueled plants located in Dighton and Milford, Massachusetts to a subsidiary of Starwood Energy Group Global.

Iconix Brand Group in the US$345 million sale of its entertainment division to DHX Media, which includes an 80 percent controlling interest in the Peanuts branded business and 100 percent of the Strawberry Shortcake business.

FS Development Corp. II (NASDAQ: FSII), a SPAC, in its US$276.2 million business combination with Pardes Biosciences, Inc., an early stage biopharmaceutical company developing a potential direct-acting, oral antiviral drug to treat and prevent SARS-CoV-2 infections.

Mill Rock Packaging Partners LLC and its affiliates in its acquisition of All Packaging Company, a cartons manufacturing company.

Harvest Partners in its acquisition of PRO Unlimited, a provider of contingent workforce management services and software.

City Practice Group USA Holdings in its US$600 million sale to Warburg Pincus.

Tengram Capital Partners in its acquisition of Earth Treks, Inc., an operator of commercial indoor climbing gyms in Maryland, Virginia and Colorado.

Harvest Partners in its acquisition of Material Handling Services.

Quad-C Management, Inc. in its investment in Pharm-Olam International, Ltd., a multinational, full-service clinical research organization (CRO) serving the biopharmaceutical and medical device industries.

Azelis Americas, LLC, a specialty chemicals and food ingredients distributor in North America, in its acquisition of Vigon International, Inc., a leading US specialty distributor and manufacturer of ingredients for the flavors, fragrances and cosmetics market segments.

Publications

DOL's Virus Paid Leave Rule: What Employers Should Know, Law360, April 2020

INSIGHT: Historic CARES Act Will Have Significant Impact on Companies, Individuals, Bloomberg Law, April 2020

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

Explanation of Equity Award Rollover in Corporate Transaction, Memorandum, Lexis Practice Advisor, 2018

DOL issues final fiduciary rule defining "investment advice" under ERISA and the code, White & Case, 2016

Private Equity Funds Held Liable for Pension Obligations of a Portfolio Company, White & Case, 2016

Awards and Recognition

Leading Lawyer for US Corporate Employment Law, Lawdragon 500 2020

Rising Star Distinction, Super Lawyers, 2014 and 2016