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William H. Woolston

Partner

Washington +1 202 662 5844

  • About
  • Representative Matters
  • Credentials
  • About

    Will Woolston helps employers solve tough employee benefits and executive compensation problems. Will is a partner in the firm’s Washington office whose practice focuses on all aspects of global employee benefits and executive compensation for companies of all sizes in a variety of industries, including specialty chemicals and performance materials, disruptive technology, defense and aerospace, gaming and entertainment, and sports.

    Will offers a practical approach to employers facing challenging decisions and transactions that impact their officers, executives, employees, and retirees. His approach and perspective developed over many years of close, day-to-day relationships with counsel and staff at major multinationals. In addition, Will provides an insider's view and appreciation of the challenges facing in-house counsel, having once served as seconded corporate counsel to one of the largest U.S. defense contractors.

    Although best described as a generalist in the employee benefits and executive compensation space, Will’s practice focuses significantly on the following areas:

    • Tax-qualified retirement plans, with a particular emphasis on cash balance and pension equity plans
    • Domestic U.S. and global equity incentive programs.
    • Corporate transactions and post-closing workforce integration
    • Executive employment agreements, retention and bonus agreements, and other similar incentives

    Will was named a 2020 Law360 Rising Star in Employee Benefits.

    Areas of Expertise

  • Practices and Industries
  • Representative Matters

    Corporate Transactions

    • Advising Humacyte Inc., a transformative biotechnology platform company, on employee benefits and executive compensation aspects of its announced $800 million merger with Alpha Healthcare Acquisition Corporation, a special purpose acquisition corporation (“SPAC”).
    • Advised Ryan Smith’s ownership group on employee benefits and executive compensation matters arising from its 2020 purchase of the Utah Jazz NBA franchise.
    • Advised John Sherman’s ownership group on employee benefits and executive compensation matters arising from its 2019 purchase of the Kansas City Royals MLB franchise.
    • Represented Uber Technologies, Inc., on executive compensation and employee benefits aspects of its 2019 IPO and listing on the New York Stock Exchange.
    • Advised The Dow Chemical Company on global executive compensation and employee benefits matters in connection with the company’s transformative 2017 $130 billion merger with E.I. du Pont de Nemours & Co. to create DowDuPont Inc., and on the 2019 spin-off of Dow Inc. from the DowDuPont holding company.
    • In 2016, advised The Dow Chemical Company on global employee benefits, executive compensation, and workforce integration matters arising with respect to Dow’s $4.8 billion acquisition of Corning, Inc.’s interest in the Dow Corning Corporation joint venture.
    • In 2016, advised Pepco Holdings, Inc. on employee benefits and executive compensation matters related to its $6.83 billion acquisition by Exelon Corporation.

    Global Equity and Global Workforce Solutions.

    • Developed global equity incentive plans, proxy summaries, and prospectuses for Fortune 100 companies and private equity portfolio companies.
    • Advised a worldwide tech company on the development of global equity incentive plans tied to the performance of subsidiary and joint venture equity.
    • Advised a large multinational on global equity matters arising from a merger affecting employee populations in more than 50 countries.
    • Advised multiple publicly-traded companies ranging from small biotechnology companies to large multinationals on the development and implementation of domestic U.S. and global employee stock purchase plans (“ESPPs”).

    U.S. Tax-Qualified Retirement Plans

    • Successfully resolved without penalty a large-team IRS audit of a Fortune 50 company’s $15 billion hybrid defined benefit plan.
    • Successfully resolved without penalty a Department of Labor investigation of a Fortune 50 company’s $3 billion hybrid defined benefit plan.
    • Represented a Fortune 50 company in several large pension de-risking transactions, including lump sum windows and annuity purchases totaling more than $2 billion in announced value.
    • Advised a large professional services firm on the development and implementation of a new cash balance plan design that takes a novel approach toward crediting investment returns using the rate of return on subsets of plan assets.
    • Successfully represented a Fortune 100 company in an IRS Voluntary Correction Program (“VCP”) filing involving multiple pension plans and corrected benefits for several thousand retirees.

    Areas of Expertise

  • Credentials
    Education
    • College of William and Mary, Marshall-Wythe School of Law, J.D., 2007
        • Order of the Coif
        • William and Mary Law Review, Notes Editor 
    • Salisbury University, M.B.A., 2003
        • Beta Gamma Sigma
    • Southern Virginia College, B.A., 2000
    Bar Admissions
    • District of Columbia
    • Maryland
    Accolades
    • Chambers USA, Employee Benefits & Executive Compensation (2024-2025)
    • Law360, Employee Benefits "Rising Star" (2020)
    • Washington DC Super Lawyers, Employee Benefits Rising Star (2016-2020)
    Previous Experience
    • Account Executive at a large, international insurance brokerage.
    • Finance Manager at a mid-size transportation company.

    Areas of Expertise

From above photo of an anonymous African-American woman analyzing business graph on a laptop computer while sitting at restaurant desk with notebook, pen and eyeglasses.

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