McDermott Will & Schulte, a global law firm

Regulators are placing greater scrutiny on transactions, pricing practices, and competitor conduct. Our antitrust lawyers partner with you to pursue strategic growth opportunities while navigating regulatory pressure across global markets – helping you reduce the risk of business disruption, financial exposure, and reputational damage.

Our antitrust lawyers provide coordinated guidance across US and international competition laws. From strategic transactions and government investigations to commercial counseling and competition disputes, we work with you to manage antitrust risk wherever it arises.

We represent companies and individuals in antitrust investigations, enforcement actions, and competition disputes across US and international markets. Our lawyers advise you on matters involving the US Department of Justice (DOJ), Federal Trade Commission (FTC), European Commission, EU Member State authorities, and other global competition agencies. We guide you through cartel investigations, class actions, civil antitrust litigation, and other regulatory proceedings tied to antitrust and competition law.

We also help you navigate merger clearance, foreign investment reviews, competition approvals, and regulatory filing strategies. We regularly serve as specialized antitrust counsel focused on merger clearance and competition approvals in complex domestic and cross-border transactions.

Competition laws influence your day-to-day business operations. To help you manage risk under evolving antitrust requirements, our lawyers advise you on pricing strategies, distribution structures, competitor collaborations, trade association conduct, exclusive arrangements, and compliance programs. By understanding how regulators evaluate competitive conduct, we guide you to make informed business decisions that reduce antitrust exposure.

Antitrust and competition issues frequently involve overlapping considerations. Our antitrust lawyers partner with you to manage competition risk across jurisdictions. Whether you are pursuing a transaction, structuring a commercial arrangement, or responding to a government investigation, we help you navigate regulatory scrutiny strategically while protecting your ability to compete and grow across global markets.

Data gives businesses the power to make informed decisions and compete more effectively – but collecting, storing, and using data can result in legal and regulatory exposure. Our cybersecurity lawyers help you navigate that risk while supporting the strategic use of data to enhance your business operations.

We advise on all aspects of data, privacy, and cybersecurity, from developing compliance frameworks and implementing defensible security standards to counseling on product development, AI integration, digital marketing, and data monetization strategies. We also help clients navigate cross-border data transfers, incident response and data breach matters, investigations, regulatory scrutiny, and litigation.

Privacy, cybersecurity, and data governance issues touch every part of your business. Our cybersecurity lawyers collaborate across key practice areas including technology, transactions, litigation, employment, investigations, and regulatory to address risk wherever it arises. The team also includes engineers and computer coders, former in-house counsel, and former senior government officials, including cybercrime prosecutors.

Our lawyers helped shape major privacy frameworks – including the California Privacy Rights Act (CPRA) and the European Union’s General Data Protection Regulation (GDPR). We also advise on other evolving state, federal, and international privacy laws, including the California Consumer Privacy Act (CCPA), the e-Privacy regulation, and sector-specific requirements.

We work with you to assess cybersecurity maturity, identify gaps, and develop tailored risk mitigation strategies. When incidents occur, we help you respond to data breaches, ransomware attacks, insider threats, and other cybersecurity incidents with a focus on limiting business disruption and financial exposure. Our cybersecurity lawyers also guide you through sensitive investigations, regulatory scrutiny, litigation, and other disputes that arise from the misuse, loss, or theft of data.

Managing the legal and regulatory exposure associated with data use has become more complex as technologies advance and cyber threats become more sophisticated. We help you mitigate data, privacy, and cybersecurity risk through integrated strategies designed to protect your business, advance innovation, and support growth.

McDermott Will & Schulte handle[s] complex and sophisticated matters with great creative thinking and responsiveness.
– Client Testimonial in Chambers USA

In today’s dynamic business environment, safeguarding your organization’s competitive edge is paramount. As employees transition between roles, companies, and jurisdictions, the legal nuances of employee mobility, such as the enforcement of and compliance with restrictive covenants, become increasingly significant.

With us, you have a team of employment lawyers dedicated to protecting your critical assets – including trade secrets, client relationships, and proprietary information – amidst the complexities of workforce transitions and a fiercely competitive landscape.

Comprehensive Employee Mobility Services

Navigate the intricacies of employee mobility with confidence, knowing that your organization’s vital interests are protected by a team with the necessary experience, strategic foresight, and commitment to excellence.

• Restrictive covenants drafting and negotiation: We craft enforceable noncompete, nondisclosure, and nonsolicitation agreements tailored to protect your interests while following the laws of each jurisdiction.
• Trade secrets protection strategies: Our team implements robust measures to safeguard your proprietary information, including employee training, internal policies, and swift legal action when necessary.
• Cross-border employment transitions: Navigating international employee mobility requires a high level of skill. We ensure compliance with diverse legal frameworks and manage risks associated with global workforce movements and employee mobility initiatives.
• Policy development and training: We support clients in developing internal policies, and we conduct training sessions to educate employees on their obligations under restrictive covenants and the importance of protecting confidential information. Our training programs are designed to enhance compliance and reduce legal risks.
• Regulatory compliance audits: Our team conducts thorough audits to assess adherence to federal and state regulations governing restrictive covenants, mitigate potential risks, and ensure your practices align with current legal standards
• Executive transitions: From hiring and onboarding to departure, we provide counsel and implement protocols to mitigate risks associated with executive transitions. Our proactive approach includes negotiating with former employers and establishing safeguards to protect your organization’s interests. We prioritize open communication and collaboration to ensure that you are fully informed and involved in every step of the process.
• Litigation and dispute resolution: When disputes arise, our litigation experience enables us to identify appropriate actions and forums to achieve your business goals effectively. We have a proven track record in prosecuting and defending claims involving unfair competition, misappropriation of trade secrets, and breaches of fiduciary duty across state and federal courts.

Every employment decision shapes how your workforce performs – impacting your culture, reputation, and revenue. Our employment lawyers help your business move forward by managing risk across the employee life cycle – from hiring and onboarding to performance management, retention, and separation.

We go beyond reactive advice by partnering with you to anticipate risk. By taking the time to understand your business and your industry, we stay attuned to emerging workplace trends. Our employment lawyers help you address issues early, reducing the likelihood of disputes or regulatory scrutiny that can be costly and disruptive to your operations.

We partner with you to develop workplace policies that limit legal exposure and strengthen culture, help you comply with ever-evolving laws and regulations around the world, and negotiate contracts designed to protect your interests and align incentives across your organization.

To support global workforces, our employment lawyers work together seamlessly from offices worldwide, providing coordinated, cross-border guidance. We advise on issues across the full spectrum of employment law – from day-to-day advice and policy development to C-suite and board advisory, as well as bet-the-company litigation.

When high-stakes disputes arise, we assemble teams with the specific experience required to litigate the claims at issue – including highly specialized and complex matters. This approach has contributed to our strong track record in labor and employment litigation.

Our employment practice supports your organization at every stage of growth. We provide guidance that is grounded in how your business operates, partnering with you to mitigate workforce risk so you can drive your business forward.

Strong businesses require strong leadership. To help organizations recruit, hire and retain key leadership and senior managers, our firm provides high-quality, client-tailored advice on all aspects of executive compensation, including benefits, tax, securities, labor, and litigation issues. Our executive compensation team draws on experienced lawyers from our benefits, corporate, tax, private client, and other departments to provide seamless, coordinated advice that meets the demands of today’s global workforce.

We understand the needs of employers and industry groups, and take into account the political, economic and social issues that drive legislators and regulators who develop and enforce executive compensation policy. Our clients include Fortune 500 companies, public companies of all sizes and privately held entities within the banking, financial services, health, technology, manufacturing, pharmaceutical, utilities, insurance, and other industries. Our group includes former Internal Revenue Service officials who participated in many of the rulings and developed a number of regulations that affect executive compensation. Members of our practice also hold key leadership positions within national and state bar associations.

We work with clients to develop executive compensation strategies that attract, retain and reward key executives while also protecting the best interests of shareholders. In light of increasing public scrutiny and the changing legal environment, corporate governance issues are an important consideration when establishing internal processes and structures. We provide effective guidance on change-in-control protection, compensation committee governance, executive employment agreements, equity compensation and stock options, incentive compensation, non-qualified deferred compensation, public disclosures, Section 16 reporting and split-dollar life insurance.

Employment Agreements

Our executive compensation lawyers regularly negotiate and draft employment agreements that meet the needs of employers and executives. We draw on our deep knowledge of industry best practices and standards, and have broad experience representing public companies and privately held businesses in the financial services, utilities, health care, technology and manufacturing sectors. We help clients address complex legal and business considerations relating to executive non-competition restrictions, confidentiality provisions, dispute resolution procedures and liquidated damage clauses, as well as severance and deferred compensation obligations that may represent significant financial commitments in the context of business acquisitions, mergers, divestitures and changes in control.

Equity Compensation

We regularly assist public, privately held and limited liability companies and other clients in designing equity compensation arrangements that meet key incentive and retention goals. We coordinate solutions to a range of tax, securities and accounting considerations, including qualifying for incentive stock options and Section 162(m) deduction rules for named executive officers, registering equity investments for public companies, securing exemptions for private companies, and ensuring accurate compensation expense reporting. Our experience includes all forms of stock options, restricted stock, stock appreciation rights, phantom stock, deferred issuance stock awards, stock purchase programs, use of equity derivatives and conversion of equity compensation into deferred compensation. We also advise clients regarding use of equity compensation for estate planning, clawback provisions for non-competes, and divorce decrees.

Multinational Executives

To help employers address the complicated challenges that arise when providing benefits to executives in different countries, our executive compensation team provides full-spectrum guidance on international and domestic tax, employment, labor and privacy laws. We work with clients to harmonize compliance between existing practices in the executive’s home country and foreign laws that are at times inconsistent with domestic requirements. Our lawyers negotiate and establish special arrangements for retirement benefits, social security coverage (totalization agreements), equity compensation and other benefits, and counsel multinational companies on issues involving stock option grants, approvals for deferred compensation, employment agreements involving multiple jurisdictions, and foreign tax deductions under Section 404A.

Non-Qualified Deferred Compensation

We help clients structure and establish a range of non-qualified deferred compensation plans that help executives accumulate meaningful retirement benefits beyond those allowed under more restrictive, traditional tax-qualified profit sharing and pension plans. We address risks such as changes in control, help clients ensure compliance with ERISA and constructive receipt rules, expanded coverage for employees, and emerging tax regulations, and influence the development of legislation, including recent proposals to restrict executive access to deferred compensation funds and the means by which a company may fund payment for future plan benefits. Our lawyers also advise tax-exempt clients on Section 457 limits and other federal tax rules that apply to exempt organizations.

SEC Compliance

We help clients ensure compliance with the full range of Securities and Exchange Commission rules that affect executive compensation, perquisite and personal benefits arrangements, including required disclosures and reports (such as Form 10-K and Form 8-K reports and registration, proxy and information statements), related-person transactions and corporate governance requirements. We work with clients to identify and establish disclosure teams, help educate team members, executives, directors and officers on disclosure requirements and timeframes, conduct inventories of perquisites and compensation, evaluate board independence, and review and modify committee charter amendments, policies for stock option and other equity grants, and related processes.

Split-Dollar Life Insurance

Public companies, privately held businesses and tax-exempt organizations that provide split-dollar life insurance to their executives must ensure compliance with a number of Internal Revenue Service rules and related federal and state legislation. Together with experienced lawyers from the firm’s tax, insurance and estate-planning practices, our employee benefits lawyers provide sophisticated split-dollar planning to a number of publicly held and other clients. We help clients evaluate alternatives for premium payments and to personal loan prohibitions, offer diagnostic reviews of corporate split-dollar programs, including group-carve out arrangements, SERP-swaps and “equity” split-dollar life insurance arrangements, and help identify new opportunities as regulatory requirements and financial markets evolve.

Intellectual property is a core driver of enterprise value. Across every stage of your innovation life cycle – from development and protection to commercialization and enforcement – our intellectual property lawyers support your growth. We navigate the complexities of IP law to help you attract investment, strengthen your market position, and drive long-term value.

Our team includes more than 100 lawyers and professionals globally, and most of them hold technical degrees in science and engineering. We partner with you to secure, monetize, and defend the IP rights that drive your business forward – from patents and trade secrets to trademarks and copyrights.

Through a coordinated global strategy, we build IP portfolios designed to protect your core technologies, products, and brands across jurisdictions. We also develop frameworks to protect trade secrets and structure sophisticated licensing and enforcement strategies to help you monetize your IP assets.

When disputes arise, our IP lawyers represent you in high-stakes matters that can impact market access and put revenue streams at risk. We have significant experience enforcing and defending IP rights across key forums, including US federal district courts and appellate courts, as well as proceedings before the United States Patent and Trademark Office (USPTO) and US International Trade Commission (ITC). We also represent clients in courts across key jurisdictions in Europe and Asia.

In highly regulated sectors – including healthcare and life sciences – we guide you through the intersection of IP and regulatory frameworks to support commercialization and preserve access to critical markets. We also lead IP due diligence in high-value transactions where IP assets are central to valuation, including M&A deals, investments, strategic collaborations, and licensing arrangements.

In competitive markets, IP assets play an essential role in differentiating your business and protecting your market position. Through a comprehensive and integrated strategy, our IP lawyers help you build and sustain a competitive advantage across global markets.

Disputes can disrupt your operations, drain resources, and create uncertainty that affects business performance. Our litigation and dispute resolution lawyers help you navigate high-stakes disputes while reducing uncertainty, managing risk, and protecting your long-term business interests.

Our litigation and dispute resolution practice is comprised of experienced litigators and trial lawyers throughout the US and Europe. Working across practices, we provide integrated counsel tailored to complex disputes. By combining industry- and practice-specific knowledge with trial and appellate experience, we assess how disputes are likely to evolve and adapt your strategy accordingly.

Our lawyers guide you through every stage of a dispute – from early case assessment through litigation, trial, and appeal. With a dedicated appellate practice that has handled hundreds of appeals, including matters before the US Supreme Court, we approach cases with trial and appellate strategies aligned from the outset.

When litigation is not the most effective path forward, we partner with you to resolve disputes through arbitration and mediation. Our lawyers represent you in proceedings before the American Arbitration Association (AAA), the International Centre for Settlement of Investment Disputes (ICSID), and other arbitral bodies – helping you control risk, maintain confidentiality, and preserve business relationships.

In addition to commercial disputes, we advise you on sensitive investigations and government enforcement actions. We conduct internal investigations involving allegations of misconduct, compliance issues, and potential regulatory violations. We also represent you in proceedings involving the US Department of Justice (DOJ), the US Securities and Exchange Commission (SEC), self-regulatory organizations, stock exchanges, and other state and federal agencies.

Our litigation and dispute resolution lawyers understand how disputes can affect your business and reputation. By combining litigation experience with practical business insight, we help you assess risk, reduce uncertainty, and determine the most effective path forward – whether through litigation or strategic resolution outside the courtroom.

A well-defined but flexible M&A strategy is critical for staying competitive in the global marketplace – and complex transactions require experienced mergers and acquisitions lawyers who understand your goals. Our corporate M&A team combines deep market knowledge with precise deal execution skills to help you achieve your strategic objectives.

Many deals have a cross-border dimension, and with more than 150 M&A lawyers across 20 global offices, we have the resources and footprint to represent your transactional needs worldwide. Our industry knowledge in key markets, including energy, food and beverage, technology, chemicals, life sciences, and healthcare, ensures that your deals drive measurable business growth and market expansion.

We provide comprehensive, skilled guidance in regulatory, antitrust, tax, labor and employment, intellectual property, and financing matters – along with litigation, when the need arises. Our M&A practice also focuses on IT outsourcing, merger integration, and ensuring seamless transitions that protect your operational continuity and financial value.

We advise on negotiated and unsolicited acquisitions, such as competitive auctions, tax-driven transactions, and cross-border deals. From our experience representing clients from publicly listed companies to private equity and family offices, we can anticipate different deal perspectives. Our approach ensures that you deploy the right strategy for any given situation, securing favorable terms and driving long-term profitability for your organization.

As a leading provider of M&A legal services, we have developed client-focused tools designed to streamline the transaction process and reduce your overall costs. We bring a practical approach to every matter, delivering efficient solutions that enhance your bottom line.

Appealing a trial court decision is a high-stakes and often precedent-setting scenario—with the potential for profound business ramifications. With the time and cost involved and the risk of unfavorable outcomes, “double or nothing” can often feel like your reality.

That’s where we come in.

Whether we’re drafting and arguing critical motions, or presenting arguments before the Supreme Court, our leading team of appellate lawyers can engage on your behalf at every level of the judicial system. Equipped to handle the highest stakes appeals in forums across the country, we provide clients the agile counsel necessary to tackle substantial, multilayered challenges. And we’re always thinking ahead on your behalf by ensuring all trial issues are properly preserved for appeal.

Members of our team have presented arguments before the Supreme Court more than a dozen times, including in each of the Court’s last five Terms. We have argued on behalf of our clients in all 13 federal courts of appeals, as well as state appellate courts throughout the country. These appeals have involved a wide array of constitutional, statutory and regulatory issues affecting antitrust, intellectual property, bankruptcy, employment matters, tax disputes and more.

To us, collaboration is key to success. To meet your goals, we work cooperatively alongside trial counsel and subject matter experts to ensure seamless representation.

Regardless of forum or industry, our goal is singular: to provide our clients the highest quality briefing and oral advocacy through the appellate process, which we strive to make as easy as possible.

Administrative law

We regularly litigate challenges to actions by administrative agencies that impact our clients. Lawsuits under the Administrative Procedure Act and related statutes are, in form and function, appeals from agency proceedings. We have broad experience handling administrative matters on diverse topics relating to manufacturing, energy, health care, high-skilled immigration, pharmaceuticals, technology and more.

Working collaboratively with our clients, we tell a persuasive, fact-based story that integrates legal theory with practical realities.

Constitutional litigation

When a government regulates our clients’ interests at the local, state or federal level, it is essential to consider innovative constitutional remedies. The First Amendment provides powerful protections for commercial speech. The Commerce Clause limits Congress’s authority, and it likewise restrains state and local government power to regulate outside their borders. The Fifth Amendment preserves essential property interests. Constitutional protections—sometimes familiar, sometimes arcane—can provide a path to victory.

We bring our unrivaled experience and creativity to bear on the most difficult legal challenges our clients face.

[The firm] handle[s] complex and sophisticated matters with great creative thinking and responsiveness.
– Client Testimonial in Chambers USA

During, and after, your most important transactions, your company needs proactive counsel to minimize legal liability and protect your business interests. Our global employment team guides public and private companies across all industries through complex employment law and labor issues associated with M&A deals and other high-value transactions.

We leverage deep knowledge of emerging litigation trends and new employment laws – including evolving regulations and state wage-and-hour issues – to help you identify and mitigate legal risk during your buy-side and sell-side transactions.

Our full-service employment team works closely with lawyers in our market-leading corporate and transactional practice at the outset of a deal to ensure a smooth transition. With a thorough understanding of market practices and trends, our employment and executive contracts lawyers are well-positioned to:

• Conduct due diligence reviews to identify risks and develop solutions to mitigate those risks
• Negotiate executive employment and compensation agreements
• Provide counsel on sensitive personnel issues
• Coordinate with our corporate and transactional practice on definitive deal documents and purchase agreements
• Advise on post-acquisition employee integration

Our areas of focus

• Counsel on domestic and global employment issues involved in M&A deals and other transactions, divestitures, carve-outs, spin-offs, corporate reorganizations, post-acquisition integrations, and outsourcings
• Develop tools to manage the various human resources (HR) aspects of a deal cycle, including domestic and global due diligence lists, transaction agreement matrices, HR step plans, and implementation labor maps
• Partner with in-house legal and HR teams to update internal policies and protocols after a merger or acquisition, ensuring compliance with ever-evolving state and federal employment regulations
• Advise companies that are expanding into new jurisdictions on appropriate employment structures and onboarding requirements
• Conduct post-deal trainings for employees at all levels of an organization, including customizable programs for board members, C-suites and other executives, legal teams, and staff
• Defend clients in government investigations and compliance audits related to the transaction, providing effective plans to minimize the investigation’s scope, evaluate the position, and deploy a response
• Conduct extensive internal investigations and, when appropriate, guide clients on corrective action and process improvements
• Advise employers and executives in negotiating complex employment and compensation agreements and arrangements, including employment agreements, equity agreements, bonus arrangements, and commission plans
• Counsel clients on corporate reorganizations, employee transfers, reductions in force, and WARN Act compliance

Government investigations and enforcement actions are among the most consequential matters a company or individual can face – they can be detrimental to your business, leadership, and reputation. From prevention through defense, our lawyers help you navigate government scrutiny, partnering with you to manage risk in high-stakes investigations, enforcement actions, and parallel proceedings.

Our white-collar defense and government investigations team includes dozens of former senior officials from key US enforcement agencies, including the Department of Justice (DOJ), the Securities and Exchange Commission (SEC), the Federal Trade Commission (FTC), and the Department of Health and Human Services (HHS). We instinctively understand how these agencies operate, allowing us to anticipate government strategies and shape yours accordingly.

Our global team of more than 60 lawyers defends companies, boards of directors, executives, and senior leaders in complex white-collar defense and investigations – including parallel proceedings across multiple venues:

• Government investigations (criminal and civil)
• Internal investigations and board-led inquiries
• Regulatory enforcement actions and proceedings (federal, state, and international)
• Criminal and civil defense and proceedings
• Cross-border and multi-jurisdictional matters
• Compliance and risk management

We coordinate across agencies and jurisdictions to ensure a consistent, strategic defense, helping to reduce risk, avoid conflicting positions, and strengthen outcomes.

Our team also brings deep experience in emerging and highly regulated areas, including healthcare and digital assets like cryptocurrencies and non-fungible tokens (NFTs). We help you navigate the nuanced regulatory frameworks that govern these sectors.

To stay ahead of potential investigations and enforcement actions, our lawyers work with you to strengthen compliance programs and identify risks early. Through internal investigations, responses to government inquiries and disclosures, and ongoing advisory support, we help you build processes designed to reduce enforcement exposure.

Our white-collar defense and government investigations team combines insider perspective with practical, business-focused guidance. We guide you through consequential government scrutiny, helping you mitigate risk, manage uncertainty, preserve business continuity, and protect your reputation.

We provide innovative and holistic counseling designed to safeguard your trade secrets and help you implement a strategic restrictive covenant approach. To protect the proprietary information that gives you a competitive edge, our trade secrets team:

• Drafts and advises on existing employment agreements that include restrictive covenants related to noncompete, nondisclosure, and nonsolicitation
• Advises on the hiring of potential employees with noncompete, nondisclosure, and nonsolicitation restrictions
• Drafts privacy agreements to help prevent theft of your trade secrets and other confidential information
• Develops trade secrets policies and advises on security measures
• Develops and advises on existing protocols and implementing new protocols to avoid any potential trade secrets theft during the hiring, onboarding, and exit of high-level and C-suite executives and newly hired teams
• Negotiates with high-level and C-suite executives’ prior employers on existing agreements
• Conducts risk assessments, including in the context of M&A deals and other high-value transactions

When trade secrets are stolen, disputes arise related to restrictive covenants, or a government investigation ensues, our seasoned trial and appellate lawyers develop effective enforcement and defense strategies aimed at protecting your business and your reputation.

We have won hundreds of trade secrets cases before US state and federal courts, in arbitration, before the US International Trade Commission (ITC), and before several international tribunals. We have successfully prosecuted and defended trade secrets cases involving a wide range of legal claims, including:

• Breach of contract
• Breach of fiduciary duty
• Breach of noncompete and nonsolicitation agreements
• Data privacy
• Large-scale raiding
• Tortious interference
• Trade secret misappropriation
• Unfair competition

Moreover, our trade secrets litigators have significant knowledge of and experience defending against government prosecution under US trade secrets laws, including the Uniform Trade Secrets Act (UTSA), Computer Fraud and Abuse Act (CFAA), Economic Espionage Act (EEA), and Defend Trade Secrets Act (DTSA). Additionally, with the European Union introducing Directive 2016/943, and Japan, Russia, China, and other countries taking similar steps to protect trade secrets, our team is well versed in the evolving international regulatory landscape and can help you navigate potential challenges.

When a trade secrets dispute arises, our lawyers swiftly pursue appropriate action to protect your business interests, whether that involves emergency provisional relief, critical motion practice, or going to trial.