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Sandra  Cohen

Sandra Cohen

Partner, Executive Compensation

Key Contact: Executive Compensation

Key Contact: Pensions and Benefits

Contact Information

tel: 212.991.2508


New York

Bar Admission

New York, 1999

  • Yale Law School, J.D.
  • Columbia University, M.A. (Organizational Psychology)
  • Washington University (St. Louis), B.A.

Sandra leads Osler's U.S. compensation and benefits team, advising Canadian and U.S. corporations on executive compensation and employee benefits matters. She has extensive experience designing compensation arrangements and represents many multi-national corporations on change of control agreements, severance and employment agreements, stock-based compensation plans and qualified retirement plans. Sandra helps employers work through senior management issues that arise during merger negotiations including managing U.S. golden parachute taxes. She is regularly consulted by clients regarding the laws governing U.S. non-qualified deferred compensation and other tax, securities and contractual aspects of their employee and executive plans and arrangements.

  • Super Lawyers Magazine 2011 – 2015, annually: Employee Benefits/Mergers & Acquisitions
  • Super Lawyers spotlights The Top Women Attorneys in the New York Metro Area in the December 2015 issue of The New York Times Magazine.

  • American Bar Association Leadership position: Chairperson Emeritus– International & Foreign Issues Subcommittee, Employee Benefits Committee 2008-2014
  • National Association of Stock Plan Professionals

  • Advising on deferred compensation requirements under Code Section 409A deferred compensation requirements
  • Negotiations relating to employment, severance and change of control agreements, including Code Section 280G golden parachute advice
  • Designing incentive plans and equity-based compensation for executives
  • Advising on corporate governance improvements relating to executive compensation
  • Drafting public company executive compensation proxy disclosure
  • For mergers and acquisitions, advising on ERISA, executive compensation and employment due diligence for transactions, and negotiating purchase and sale agreements and loan agreements

  • Speaker, “Trends in Executive Compensation and Employee Perks,” Benefits Without Borders, Global Pension and Employee Benefits Lawyers Conference, Chicago, June 23rd, 2014.
  • Global Equity Plans, (co-author), Bloomberg BNA Tax management Portfolio (forthcoming book 2016)
  • Price Points – Are plan sponsors and members paying too much for their retirement plans? Benefits Canada, May 2013.
  • Foreign Plans (Chapter Author), Section 409A Handbook (2010) (BNA Books, by Regina Olshan, Erica Schohn.
  • SEC Adopts Final Rules Requiring Enhanced Compensation and Corporate Governance Disclosure, Osler Update, January 6, 2010.
  • Fixing Section 409A Mistakes: What’s Keeping Canadian Employers Up at Night? Taxation of Executive Compensation and Retirement Journal September 2009 (Volume 20, Number 5).
  • Addressing Foreign Plan Issues Under §409A, Tax Management Compensation Planning Journal, November 2008.
  • Loss of U.S. Compensation Deduction as IRS Narrows View on "Performance-Based" Exception, Osler Update, February 28, 2008.