Torys

Ellie Kang

With a wide-ranging employment and compensation practice, Ellie has substantial experience helping private equity investors and their portfolio companies, venture capital investors and emerging companies, as well as public companies, investment managers, boards of directors and management teams, on the design and implementation of complex executive compensation and employee benefits programs, including advising on ERISA matters. Ellie focuses her practice on all aspects of executive compensation and employee benefit matters arising in mergers and acquisitions. She has considerable experience with executive compensation and employee benefit due diligence; negotiation of benefit and compensation-related representations, warranties, covenants and other related provisions in transaction agreements; treatment of outstanding equity compensation awards; 280G “golden parachute” analysis and related shareholder approval documentation; and post-closing integration and design of employee benefit and compensation programs. In addition to her transactional work, Ellie regularly advises clients on the design and implementation of various executive compensation arrangements, including employment, severance, change of control and retention agreements, as well as equity-based incentive awards, such as stock options, restricted shares, phantom stock, appreciation rights and profits interests. She also has experience with ERISA and employee benefit matters arising in financing arrangements representing both lenders and borrowers; public company executive compensation disclosure matters; 409A and 457A non-qualified deferred compensation design and compliance; and retirement and welfare benefit plan design and compliance. Ellie regularly advises investment managers, fund sponsors, retirement plan investors and other financial market participants on ERISA matters, including with regard to advice regarding fiduciary duties, prohibited transaction rules, and ESG and proxy voting considerations. Ellie is fluent in Korean and conversant in French.

Jared Fontaine

With a business background in private equity and M&A, Jared combines corporate and deal experience with nuanced industry insights in real estate and infrastructure to advise institutional investors in their domestic and international investments. Jared’s practice focuses on institutional investing, with an emphasis on infrastructure M&A, corporate real estate joint ventures and private equity. He regularly acts for pension and sovereign wealth funds, private equity firms and global corporation on their U.S. domestic and international investments. He regularly works with some of the firm’s most high-profile global investment clients, including AIMCo, Brookfield Infrastructure, CPP Investments, OPTrust, OMERS Infrastructure, Ontario Teachers’ Pension Plan Board and Public Sector Pension Investment Board, among others. Jared is a member of the firm’s Executive Committee.