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.  Ms. Wahlquist regularly counsels private and public companies on the design and implementation, and treatment in corporate transactions, of executive and employee compensation and benefit 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 and in ongoing public and private company operations, and on compensation and benefits issues unique to bankruptcy and restructuring transactions.

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

Representational clients and transactions include:

• Kohlberg Kravis Roberts & Co. in its acquisitions of Del Monte Foods Company, Academy Sports & Outdoors, First Data Corp., HCA, Inc., U.S. Foodservice, Inc., Cleanaway and Brambles Industrial Services (Australia) and MMI Holdings Limited (Singapore), and a consortium comprised of Kohlberg Kravis Roberts & Co., Silver Lake Partners and TCV in a strategic investment and partnership with The Go Daddy Group, Inc. 
• Petrohawk Energy Corporation in its $15 billion sale to BHP Billiton, Sealed Air Corporation in its $4.3 billion acquisition of Diversey Holdings, and Wyeth in its merger with Pfizer
• The Charles Schwab Corporation in its acquisition of optionsXpress Holdings, TD Bank Financial Group in its acquisitions of Chrysler Financial, The South Financial Group and Commerce Bancorp, and People’s United Financial in its acquisitions of Financial Federal Corporation, LSB Corporation and Smithtown Bancorp, Inc.  
• An investor group comprised of Kohlberg Kravis Roberts & Co., Warburg Pincus and Centerbridge Partners in their $1 billion investment in Santandar Consumer USA Inc., The Carlyle Group and Oak Hill Capital Partners in their separate investments in FNB United Corp., and Corsair Capital in its investment in United Community Banks, Inc.
• Kohlberg Kravis Roberts & Co., The Nielsen Company, HCA, Inc. and Dollar General Corporation in their respective NYSE listings, and ongoing operations

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

•	New Proposed Rules under IRC Section 162(m)
•	The Supreme Court Holds that Reformation of ERISA Plan Terms Due to False or Misleading Plan Summaries Does Not Strictly Require a Showing of Detrimental Reliance
•	U.S. Regulators Propose Rules on Incentive-Based Compensation Arrangements at Large Financial Institutions
•	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 K. Wahlquist to Speak at ALI-ABA 14th Annual Executive Compensation: Strategy, Design and Implementation CLE Program June 15, 2011

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.