Representative Experience
Employee Benefits
Assisted several construction industry employers in negotiating mass withdrawal settlement terms with union pension fund and PBGC and resolving accumulated funding deficiency excise tax issues with IRS.
Assisted investment committees of public company retirement plans with respect to responsibilities pertaining to decisions relating to such issues as hedge fund investments and selection of qualified default investment alternatives (QDIAs).
Assisted client in persuading insurance carrier to reinstate long-term disability benefits after it discontinued such payments.
Assisted trust company in evaluating its responsibilities in serving as trustee or custodian of IRAs investing in hard-to-value assets such as real estate partnerships and LLCs.
Assisted accounting firm in resolving qualification issues raised by IRS on audit of 401(k) plan.
Assisted client with VCP filing under EPCRS to correct TPA’s drafting error relative to defined benefit pension formula and corrective amendment.
Assisted client with VCP filing under EPCRS to reverse impermissible distribution made from defined benefit pension plan.
Assisted client in obtaining Code Section 501(c)(9) tax-exempt status for VEBA established by TPA and in the preparation and filing of Forms 990 and 990-T excise tax returns for past 10 years.
Assisted client in establishing and qualifying ESOP and obtaining Code Section 1042 income tax deferral on gain from sale of shares to ESOP.
Assisted ESOP trustees with exercise of fiduciary duties related to sale of company stock as part of company’s acquisition by an outside party.
Assist clients in union negotiations related to pension and health and welfare benefits.
Assist publicly traded client in preparation and negotiation of pharmacy benefits management contract.
Provided Fortune 500 Company with assistance and consultation in establishing HIPAA privacy compliance procedures.
Executive Compensation
Represents publicly traded and closely held clients in connection with establishment, consultation and termination of executive compensation arrangements.
Experienced in advising individuals and businesses with respect to business succession planning and planning for separation from employment, including structuring nonqualified plans of deferred compensation, consulting agreements and noncompete agreements.
Assisted an institution in developing a severance pay plan and early retirement window benefit through its retirement plan for select employees as part of an early retirement incentive program.
Assisted a client in restructuring a noncompliant discount stock option program so as to qualify for exclusion from operation of Section 409A and in the establishment of a Section 409A compliant deferred compensation plan to compensate for the benefit differential to executives resulting from the restructured stock option program.
Routinely counsels publicly traded and closely held clients in structuring deferred compensation arrangements for key executives and directors to comply with Section 409A.
Experienced with training corporate legal departments (including General Counsels and senior securities and benefits counsels) regarding latest developments in SEC rulemaking.
Well-versed in executive compensation disclosure requirements. Advised various companies on potential shareholder reaction to executive compensation strategies.
Negotiated and drafted numerous employment agreements for CEOs and first and second tier reports of publicly traded, privately held and tax exempt entities.
Numerous consultations with and representation of members of senior management (individually or on a joint basis) and compensation committees in connection with initial public offerings and also in connection with mergers and acquisitions of publicly traded and privately held for-profit businesses, tax-exempt hospitals and other taxable and non-taxable entities.
Provided legal counsel in establishment and compliance of benefit plans for tax-exempt and governmental employers including plans subject to IRC Sections 403(b), 457(b) and 457(f).
ERISA Litigation
Successfully defended Fortune 500 Company from union pension fund claim of complete withdrawal from request for review, initiation and prosecution of arbitration proceedings to all levels of federal court litigation.
Represented taxpayer in prosecution of U.S. Tax Court petition seeking determination of substantial compliance with Code Section 1042 requirements for excluding gain on sale of shares to ESOP where accountant had failed to include required elections with tax return.
Successfully defended numerous insured and self-insured long term and short term disability plans against claims for benefit.
Defending class action against claim by former union employees for retiree benefits.
Defending third party administrator against claim for enhanced pension based on pension estimates.
Represented taxpayer in prosecution of U.S. Tax Court petition and settlement with IRS pertaining to issue in connection with excess retirement plan contributions to 403(b) annuity and self-employed Keogh plan.
Successfully defended accounting firm in malpractice trial from union pension fund claims that it failed to timely advise the fund of need to make certain required pension plan amendments to maintain tax-qualified status.
Successfully defended client from claim by multiemployer pension plan for withdrawal liability on grounds of controlled group, alter ego and evade and avoid.
Assisted former bank president in settling claims of breach of fiduciary duty and prohibited transactions brought by U.S. Department of Labor arising out of sale of shares to bank holding company ESOP.