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Corporate & Business Transactions Employee Benefits & Executive Compensation

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Overview

We represent companies of all sizes that sponsor benefit programs for employees—including qualified retirement plans, health and welfare plans, and executive compensation agreements. Our clients include public and private companies, banks and financial advisors, non-profit corporations, tax-exempt hospitals and universities, states and municipalities, medical groups, individual executives, and Taft-Hartley pension and annuity funds.

Don’t let complexity put you at a disadvantage. Protect yourself.

If you provide benefits to your employees, we can help you navigate and understand the complex challenges of managing those benefits appropriately. Our seasoned attorneys can offer insightful guidance on all types of retirement, health, and welfare plans. And in matters of executive compensation, we are passionate advocates with a clear understanding of all the ramifications—from negotiation to tax impact.

Services

We provide comprehensive counsel and representation for all types of employee benefit and executive compensation matters, including:

Retirement Plans:

  • Address employee benefits issues that arise in corporate mergers, acquisitions, and dispositions, including comprehensive due diligence and transition planning
  • Provide representation and counsel in IRS and Department of Labor plan audits
  • Provide counsel with respect to the correction of plan errors pursuant to Internal Revenue Service and Department of Labor voluntary compliance programs
  • Provide representation in employee benefit plan administration matters and advise with respect to best practices
  • Assist and advise with respect to ERISA and the Internal Revenue Code, DOL, and PBGC compliance
  • Provide advice relating to fiduciary responsibilities, obligations, and prohibited transactions under ERISA, including training for plan fiduciaries
  • Advise on controlled group determinations and compliance requirements
  • Advise on reporting and disclosure requirements, including government filings
  • Assist with employee benefit plan freezes and/or terminations
  • Negotiate and revise administrative service agreements with third-party administrators and other vendors
  • Provide assistance and guidance relative to vendor requests for proposal
  • Advise on withdrawal liability determinations for multi-employer plans
  • Advise on specific ESOP compliance requirements

Health and Welfare Plans:

  • Counsel on compliance with ERISA, the Affordable Care Act, the Internal Revenue Code, COBRA, and HIPAA
  • Assist with transition issues arising in mergers, acquisitions, and dispositions, including comprehensive due diligence and transition planning
  • Provide representation and counsel in IRS and Department of Labor employee benefit plan audits
  • Provide representation in employee benefit plan administration matters and advise with respect to best practices
  • Advise on controlled group determinations and compliance requirements
  • Advise on reporting and disclosure requirements, including government filings
  • Negotiate and revise administrative service agreements and business associate agreements with third-party administrators and other vendors

Executive Compensation:

  • Draft deferred compensation plans, long term incentive compensation plans, supplemental executive retirement plans, stock option and equity compensation plans, and phantom equity plans
  • Advise on Internal Revenue Code Sections 280G, 409A, and for our tax-exempt clients, Sections 457(b) and 457(f)
  • Provide assistance and guidance in the context of change of control transactions
  • Provide assistance and guidance in the context of employment contracts and employment separation agreements

ERISA Litigation:

  • In coordination with our ERISA litigation practice, we provide employer-side representation and analysis on ERISA-related matters

Mediation:

  • We mediate disputes related to executive compensation plans in the context of separation agreements and actual or threatened litigation, as well as ERISA-related disputes

Experience

  • We have conducted due diligence of employee benefit plans and executive compensation plans of all kinds in connection with numerous complex asset and stock purchase transactions, and advised on post-transaction transition issues
  • We have assisted our clients’ human resource departments with all facets of day-to-day benefits administration, and routinely provide counsel on issues such as 401(k) document or operational failures, controlled group issues, separation agreement provisions, qualified domestic relations orders, death of plan participants, vendor contract review
  •  We counseled a large hospital system on the successful consolidation of individual system member retirement and health and welfare plans into single system-wide plans, including review of plan documents and vendor contracts, drafting corporate resolutions, and advising on post-transition issues
  • We have counseled many 401(a), 401(k) and 403(b) plan sponsors on fiduciary oversight best practices, including the establishment of oversight committee structures
  • We advised on the transition to a single record-keeper for a large 403(b) plan, including review of RFP, vendor agreements, and compliance with fiduciary duties
  • We negotiated with the IRS pursuant to its voluntary correction program to achieve a very favorable outcome of maintaining pension plan qualified status, as well as potentially significant cost savings to the client
  • We represented a FORTUNE 500® company in connection with a large-scale audit of their 401(k) plan by the IRS. The audit was conducted over a two-year period and millions of dollars in penalties were at stake
  • We represented and received a favorable outcome for a large non-profit corporation in connection with a Department of Labor audit claiming mental health parity violations
  • We successfully defended plan fiduciaries to reach a favorable outcome in a Department of Labor audit
  • We assisted with the termination of private university 403(b) plan
  • We assisted a law firm with a difficult negotiation between the company and an employee/minority owner, advising on 409A and rabbi trust related issues
  • We successfully represented a small professional service provider on a matter related to an employment termination dispute with threatened claims of SEP violations

Newsroom

Publication

President Trump Signs “Families First Coronavirus Response Act” (H.R. 6201)

March 19, 2020

On March 25, 2020 the DOL's Wage and Hour Division issued it's first round of guidance.On Wednesday, March 18, 2020, President Trump signed into law the “Families First Coronavirus Response Act,” which passed by a majority of votes in both houses of Co…

Firm News

Hinckley Allen Attorneys Named in Best Lawyers in America® 2024

August 17, 2023

A multitude of Hinckley Allen attorneys are recognized in their respective practice areas in Best Lawyers® 2024 edition of The Best Lawyers in America®. In addition, 11 Hinckley Allen attorneys were named in the “Lawyers of the Year” category, as wel…