Eleanor Cunningham

Experience

Eleanor Cunningham is Head of the Pensions & Incentives Group and one of Ireland's leading advisers in this field. She advises boards, remuneration committees, pension trustees, financial institutions, semi-state bodies, and multinational corporations on their most complex and commercially significant pension and incentive challenges. Her work spans the full spectrum of defined benefit and defined contribution pensions, executive compensation, long-term incentive plans, and employee share schemes - and she regularly advises on the pensions and incentives dimensions of major corporate transactions, restructurings, and M&A.

Eleanor has led the Pensions & Incentives Group through a sustained period of growth and acts for some of Ireland's most significant organisations. Her defined benefit practice covers scheme restructuring, liability management exercises, benefit redesign, trustee governance, funding proposals, and scheme wind-ups - including in distressed and high-profile situations. Her defined contribution work includes scheme design, Master Trust governance, IORP II compliance, and automatic enrolment implementation. In executive compensation, Eleanor advises remuneration committees, boards, and senior management on the design and implementation of long-term incentive plans, restricted stock unit schemes, approved profit sharing schemes, and other equity-based incentive structures - for listed companies, PE-backed businesses, and multinationals operating in Ireland.

Eleanor is a trusted adviser on the pensions and incentives aspects of corporate transactions. She regularly acts for both buyers and sellers in M&A processes, advising on pension liability assessment and management, warranty and indemnity considerations, and the structuring of executive incentives in the context of exits and acquisitions.

Eleanor is Chairman of the IAPF Pensions Committee and an IAPF Council member. She is a former Chairman of both the Association of Pension Lawyers in Ireland and the Irish ProShare Association, and a member of the UK Association of Pension Lawyers, the International Pension and Employee Benefits Lawyers Association, and the Global Equity Organisation. She speaks regularly at national and international conferences, contributes to industry publications, and lectures on the Law Society's Pensions Law Diploma.

Key highlights include advising:

• Various public and semi-state entities on pension scheme restructuring, liability management exercises such as PIE and ETV and Section 50 reduction of benefits;
• Trustees and Corporates in relation to pension scheme disputes and litigation before the High Court and Commercial Court, as well as advising a wide range of clients in the public and private sectors in relation to cases before the Financial Services and Pensions Ombudsman;
• Corporates and Trustees in relation to DB scheme mergers and DC scheme mergers and moves to master trust vehicles;
• Corporates and trustees in connection with closure of deferred benefit schemes to new members, closure to future accrual, buy-ins and buy-outs, and on wind-up;
• Various public and semi-state entities and trustee groups in relation to the use of guarantees and contingent assets;
• Corporates and trustees in relation to pension scheme investment issues and documentation, including compliance with ESG, SFDR and SRD II;
• Clients in the public and private sector on governance and compliance including the implementation of IORP II and related legislation and statutory guidance;
• Trustee clients in relation to the exercise of discretion, trustee powers and duties, ill-health early retirements, pension adjustment orders, and internal dispute resolution procedures;
• Statutory schemes in relation to abatement, the public service transfer network, discretionary benefits, and the interaction with the Single Scheme;
• Listed companies in relation to the design, establishment and implementation of Revenue approved and unapproved employee share option and incentive plans including governance, regulatory and shareholder issues;
• Private companies, SMEs and start-ups in relation to the establishment of KEEP schemes, clog schemes and share option plans;
• Corporates on the pensions and share incentives aspects of major corporate transactions.
• Employer entities in the public and private sectors in relation to the implementation of automatic enrolment;
• Advising in relation to the establishment, amendment and governance of Master Trusts.