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Matthew Behrens


Matthew focuses on all aspects of compensation and benefits, including corporate, securities, employment and tax laws and ERISA.

He advises both U.S. and non-U.S. companies on corporate governance and disclosure matters related to executive compensation, as well as employee issues implicated in mergers and acquisitions. He regularly counsels clients on equity-based incentives, deferred compensation programs and employment, retention and severance arrangements.

Working closely with our funds group, Matt advises on the application of ERISA’s plan asset, fiduciary and prohibited transaction rules to the structuring, operation, and administration of private investment funds and investment management arrangements.

Prior to joining the firm, Matt served as counsel to the pension and investment division of the New York State Common Retirement Fund.


Representative matters

TPG Inc. on executive compensation and employment aspects related to its $2.7 billion acquisition of Angelo Gordon.

Caribou Biosciences, Inc. in connection with its $143.75 million upsized follow-on offering.

Inozyme Pharma, Inc. in connection with its $64.5 million follow-on offering.

Japan Industrial Partnerson in connection with a ¥2 trillion tender offer for Toshiba Corporation.

Teradyne, Inc. in its investment in Technoprobe S.p.A.

Paramount Global in its $1.62 billion sale of Simon & Schuster to KKR.

TPG Inc. on the executive compensation, equity incentive, and senior executive and founder retention matters and related governance and disclosure considerations in connection with its $1 billion initial public offering.

Citi, Paramount Global, Dick’s Sporting Goods, Electronic Arts, Quest Laboratories in relation to executive compensation, disclosure and governance advice.

Hitachi, Ltd. in its acquisition of GlobalLogic Inc. for an enterprise value of $9.5 billion.

Paramount Global (f/k/a ViacomCBS Inc.) in connection with multiple transactions, including its $500 million sale of CNET Media Group to Red Ventures and its acquisition of AwesomenessTV Holdings, LLC.

Canada Pension Plan Investment Board (CPPIB) in connection with its $6.1 billion acquisition of Pattern Energy Group Inc.

SAP in connection with the carve-out and IPO of Qualtrics International.

Raytheon in connection with its $120 billion combination with United Technologies Corporation through a merger of equals.

Banco Bradesco S.A. in connection with its $500 million acquisition of BAC Florida Bank.

The underwriters in connection with the $94 million IPO and NYSE listing of units of Sonendo, a U.S.-based medical technology company.

The underwriters in connection with the $237 million IPO and Nasdaq listing of units of Cytek Biosciences, Inc., a U.S.-based cell analysis solutions company.

The international placement agents in connection with the of R$ 450 million initial public offering of WDC Networks (Livetech da Bahia Indústria e Comércio S.A.), a Brazil-based telecommunications company.

The underwriters in connection with the $124 million IPO and Nasdaq listing of the units of Inspire Medical Systems, a U.S.-based healthcare equipment company.

Great Elm Capital Management, Inc., a subsidiary of Great Elm Group, Inc., in its acquisition of the investment management agreement for Monomoy Properties REIT, LLC and certain other related assets from Imperial Capital Asset Management, LLC, in exchange for an upfront purchase price and an agreement to invest additional capital into Monomoy REIT.

The independent directors of Wells Fargo in connection with the investigation of sales practices in the bank’s retail business.

Various individual executives and management teams in connection with the negotiation of employment and severance agreements.

Published Work

  • Behrens, M. and Morris, E. (2024) “Coping With Executive Departures” Chief
  • Behrens, M. and La Scala, G. (2022) “ESG and Incentive Compensation Plans: Are Investors Satisfied?”, Shearman & Sterling’s 20th Annual Corporate Governance & Executive Compensation Survey and republished on the Harvard Law School Forum on Corporate Governance
  • Behrens, M. (2021) “ESG Continues to Find its Way into Incentive Compensation Plans”, Shearman & Sterling’s 19th Annual Corporate Governance & Executive Compensation Survey and republished on the Harvard Law School Forum on Corporate Governance
  • Behrens, M., et al. (2020) “ESG Considerations in M&A”, The M&A Lawyer

Speaking Engagements

  • Panelist, The Future of Noncompetes: Balancing Business Interests and Regulatory Shifts, Bloomberg Law webinar



New York , 2005


B.A., Political Science, Tufts University, 2000

J.D., Yeshiva University, 2004

LL.M., Taxation, New York University, 2016

A&O Shearman was formed on May 1, 2024 by the combination of Shearman & Sterling LLP and Allen & Overy LLP and their respective affiliates (the legacy firms). Any matters referred to above may include matters undertaken by one or more of the legacy firms rather than A&O Shearman.