Andrea K. Wahlquist is a Partner in the Firm’s Executive Compensation and Employee Benefits Practice Group, specializing in executive compensation and benefits matters, with an emphasis in representing acquirers and target companies in leveraged buyout transactions and strategic mergers.  As a member of the Firm's Executive Compensation and Employee Benefits Practice Group, Ms. Wahlquist regularly counsels private and public companies on the design and implementation, and treatment in corporate transactions, of executive and employee compensation and non-qualified retirement programs, and on the negotiation of executive employment and separation arrangements. Ms. Wahlquist also has extensive experience in advising clients on a broad range of executive compensation-related issues in initial public offerings, as well as in ongoing public company operations and on compensation and benefits issues unique to bankruptcy and restructuring transactions.

Representational clients and transactions include:

• Kohlberg Kravis Roberts & Co. in its acquisitions of HCA, Inc., First Data Corp., Laureate Education, Inc., Dollar General Corporation, U.S. Foodservice, Inc., Cleanaway and Brambles Industrial Services (Australia) and MMI Holdings Limited (Singapore)
• TD Bank Financial Group, in its acquisition of Commerce Bancorp, Wachovia Corp. in its sale to Wells Fargo and prior acquisition of A.G. Edwards, Mellon Financial Corporation in its acquisition of The Bank of New York, and Independence Community Bank Corp. in its sale to Sovereign Bancorp, Inc.
• Wyeth in its merger with Pfizer, Kohlberg Kravis Roberts & Co. in its merger with KKR Private Equity Investors, L.P. and its expected public listing, Barr Pharmaceuticals, Inc. in its sale to Teva Pharmaceutical Industries, Inc., and the management team of ARAMARK Corporation in its sale to a private equity consortium
• Dollar General Corporation, Sealy Corporation, Rockwood Holdings and Evercore Partners Inc. in their initial public offerings

Ms. Wahlquist was recognized in The Legal 500 for 2009 and named in The American Lawyer’s “Dealmakers of the Year” list for 2007, as part of the Firm’s team of lawyers honored for its work on a variety of transactions for KKR.

Ms. Wahlquist has practiced as an executive compensation and employee benefits lawyer since 1997, when she first joined Simpson Thacher. Prior to her association with Simpson Thacher, Ms. Wahlquist clerked for two years for the Honorable Stephen J. Swift of the United States Tax Court. 

Ms. Wahlquist received her B.A. in 1992 from the University of Virginia and her J.D. in 1995 from the Washington & Lee University School of Law in Lexington, Virginia, where she was the Editor-in-Chief of the Environmental Law Digest, a publication of the Virginia State Bar Association.

Honors/Associations

•	American Bar Association

Publications

•	IRS Issues Final Regulations Relating to Employee Stock Purchase Plans and the Reporting Requirements for Employee Stock Purchase Plans and Incentive Stock Options
•	IRS Establishes Corrections Program to Cure Deferred Compensation Defects Under Code Section 409A
•	"Incentive Compensation Guidance for All Banking Organizations Proposed," HR Banker (November 2009), co-authored with Alvin H. Brown and Tristan M. Brown
•	December 31, 2009 Deadline Approaches for Amendments to Comply with Section 162(m) and to Correct Certain Section 409A Operational Failures
•	Federal Reserve Issues Proposed Incentive Compensation Guidance for All Banking Organizations
•	Treasury Issues New Employee Compensation and Corporate Governance Standards for TARP Recipients
•	Navigating the Swift Currents of “Underwater” Stock Options
•	American Recovery and Reinvestment Act of 2009: Provision of Premium Subsidy for COBRA Beneficiaries
•	American Recovery and Reinvestment Act of 2009: Restrictions on Employee Compensation Arrangements of TARP Recipients
•	New IRC Section 457A Prohibits Deferral of Compensation Paid by Offshore Funds and Certain Partnerships
•	Reminder: Transition Relief for Code Section 409A Deferred Compensation Arrangements Expires on December 31, 2008
•	Update: IRS Issues Transition Relief, but Affirms Its New Position under Section 162(m) Regarding “Good Leaver” Provisions
•	Client Alert: IRS Reverses Position under Section 162(m) Regarding “Good Leaver” Impact on Performance-Based Compensation Provisions
•	Client Alert: Transition Relief for Code Section 409A Deferred Compensation Arrangements Extended Until December 31, 2008
•	Client Alert: Transition Relief for Code Section 409A Deferred Compensation Arrangements Partially Extended Until December 31, 2008, Subject to Key Limitations
•	Fundamentals of ESOPs
•	IRS Extends Transition Relief for Code Section 409A Deferred Compensation Arrangements Through 2007
•	Overview of the New Pension Protection Act of 2006
•	Pension Protection Act of 2006 - Plan Assets and Prohibited Transaction Matters
•	IRS Issues Proposed Regulations Under Code Section 409A Covering New Deferred Compensation Rules
•	The New Deferred Compensation Rules (February 11, 2005)

Speaking Engagements

•	Andrea Wahlquist to Speak at 16th Annual NASPP Conference October 16, 2008

Admissions

•	New York 2000
•	Virginia 1995

Clerkships

•	Hon. Stephen J. Swift, United States Tax Court, Washington, D.C. (1995-1997)

Education

•	Washington and Lee University School of Law, 1995 J.D. Environmental Law Digest, Editor-in-Chief, 1994-1995
•	University of Virginia, 1992 B.A.