Examples of recent representations, by area, follows. 

Executive Compensation

  • We assisted a large, nationwide transportation company in amending all of its annual and long-term bonus plans, stock incentive compensation arrangement, employment agreements, change in control agreements, 401(k) excess plans, and supplemental executive retirement plans (SERPs) to comply with, or be exempt from, the section 409A deferred compensation restrictions.

  • In connection with a $1.6 billion dollar acquisition, we advised a publicly traded client on a variety of transition benefits and compensation issues, including the application of the section 280G golden parachute rules to executive change in control payments. We prepared individual worksheets for each affected executive to value the estimated payments for 280G purposes and to calculate the estimated gross-up payments due.

  • We advised a tax-exempt health system in the western United States in interpreting and administering executive change in control benefits in connection with a change in the health system’s member interests.

  • We assisted a large, publicly traded corporation in the oil industry in designing an annual bonus plan that would satisfy the performance-based exception from the section 162(m) $1 million compensation deduction limit, while still providing the company with the maximum ability to use subjective, individually targeted performance goals.

Qualified Retirement Plans

  • We advised a large manufacturing and service employer with employees in all 50 states on the termination of its defined benefit pension plan. We assisted in all aspects of the termination, from developing the termination strategy, to communicating with employees and retirees, to reporting to and negotiating with the Pension Benefit Guaranty Corporation (PBGC).

  • We successfully obtained, on behalf of a large battery manufacturer, a temporary waiver of the minimum funding standards applicable to the company's defined benefit pension plans. Our attorneys negotiated with the IRS and the PBGC for more than a year to provide the company with much needed financial flexibility following its emergence from bankruptcy.

  • We advised a tax-exempt health system in obtaining a favorable settlement with the U.S. Department of Labor, following the DOL's assessment of penalties arising from the health system's Form 5500 filings. The settlement of the matter, which was pending before an administrative law judge, saved the health system more than $500,000 in penalties.

  • On behalf of a tax-exempt organization with more than 25,000 employees in all 50 states, we successfully obtained compliance statements under the IRS Employee Plans Compliance Resolution System (EPCRS). The organization's pension and 401(k) plans were voluntarily submitted to the IRS to correct various form and operational compliance failures.

  • We assisted a church with more than 15,000 clergy and lay employees across the United States in amending its various 403(b) arrangements to comply with the new 403(b) regulations issued by the U.S. Department of Treasury.

  • We advised a state government on the tax-qualified status of its various pension and retirement savings plans and worked with state government officials to develop a strategy as to whether and how the plans should be submitted to the IRS to obtain favorable determination letters as to their qualified status.

Health and Welfare Benefit Plans

  • We advised a transportation company regarding its ability to transfer its retiree health liabilities to a voluntary employees beneficiary association (VEBA) trust controlled by a union. The transfer is similar in many respects to the recent pre-bankruptcy transaction involving General Motors and the United Auto Workers.

  • We advised a multi-jurisdiction sales company regarding its ability to modify its retiree health benefits for active and retired, union and non-union employees. Our attorneys focused on the varying ERISA standards that courts have applied in different jurisdictions.

  • We assisted a large tax-exempt foundation in structuring a voluntary early retirement program (VERP) for some of its employees. The VERP featured cash severance payments, additional credits to attain eligibility for retiree health benefits, and coordination with the COBRA subsidy provided by the federal government under the American Recovery and Reinvestment Act of 2009 (ARRA).