Primary Office
M&A Employee Benefit Due Diligence
- Performed due diligence on numerous transactions, focusing on executive employment agreements, option plans and potential excess parachute payments, in addition to rank-and-file benefit plans and programs.
- Negotiated the employee benefit terms and conditions of purchase and sale agreements for numerous transactions as in-house ERISA counsel for multi-national corporation.
- Qualified Plans - Defined Benefit and Defined Contribution.
- Drafted 401(k) plan for business unit of large financial institution and assisted in-house securities counsel in preparation of a combined prospectus/summary plan description.
- Assisted client with conversion of traditional defined benefit plan to cash balance plan.
- Assisted client with the merger of seven collectively-bargained plans into one master 401(k) plan.
- Multiemployer Pension Plans and Withdrawal Liability:
- Assist in negotiating terms and conditions of asset purchase agreements to avoid immediate withdrawal from multiemployer plan through ERISA Section 4204 transactions.
- Help clients determine the potential financial impact of discontinuing contributions to multiemployer funds, closing facilities or reducing the workforce.
- Perform due diligence with respect to numerous transactions involving multiemployer pension plans and provide risk analysis related to the structure of the transaction.
- Monitor FASB rules on financial statement reporting requirements and advise clients on requirements.
- Help clients monitor the terms and conditions of their credit agreements to determine when and if notice of withdrawal events must be reported to the lender.
ERISA Fiduciary Issues
- Assisted in obtaining a prohibited transaction class exemption related to IRAs for client organization representing the banking industry.
- Performed comprehensive analysis of the fiduciary obligations related to plans maintained by a "top 50" privately-held company; modified plan terms to better insulate officers and directors from potential fiduciary liability.
- Counsel to the administrative committee (named fiduciary) of two jointly-administered single-employer VEBA's providing retiree medical benefits to collectively-bargained employees.
Employee Benefits and Bankruptcy
- Performed employee benefit due diligence, transition advice and post-closing consulting with respect to client's purchase (out of Chapter 11) of a manufacturer with a large union workforce.
- Provided day-to-day employee benefit consulting to client emerging from Chapter 11, including issues related to potential distress termination of defined benefit plan.
- Assisted lenders in evaluating benefit liabilities in transactions where loans were being made to companies emerging from bankruptcy and/or where assets were being purchased from bankrupt estate.
Early Retirement and Severance Programs
- Assisted a publicly-traded chemical company in providing a window benefit voluntary separation program through its tax-qualified plans.
- Assisted steel manufacturing company in developing severance pay programs for its rank-and-file and executive employees.
Health and Welfare Plans
- Managed a review and risk analysis of all retiree medical plans for client in connection with proposed modification to its retiree medical program.
- Drafted new retiree medical programs for several clients after enactment of the Affordable Care Act to ensure programs were exempt from ACA mandates.
Employee Benefit Plan Compliance
- Assisted numerous clients with restoration to 401(k) plans and payment of prohibited transaction excise taxes related to violations of the plan assets regulations (late deposits of pre-tax contributions).
- Performed an on-site, comprehensive tax and ERISA compliance review of all benefit plans maintained by a large pharmaceutical company .
- Assisted multi-employer pension plan with a comprehensive tax and ERISA compliance review.
- Assisted single-employer, jointly-administered, collectively-bargained VEBA in obtaining tax-exempt opinion letter under Code Section 501(c)(9).
Executive Compensation
- Drafting and negotiation of executive compensation arrangements for compliance with Code Section 409A.
- Assist clients in evaluating and/or correcting 409A compliance issues.
Experience quote