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Employee Benefits

Complying with the myriad of complex employee benefits rules can be mystifying. Clients must be able to count on their lawyers’ extensive experience in all aspects of employee benefits and ERISA matters, as well as their ability to communicate complex employee benefits issues in an understandable and usable fashion.

Our Employee Benefits Group has extensive experience designing and implementing employee benefit, executive compensation and pension plans, with expertise in the following:

  • Employee benefit plan design and compliance, including pension and welfare plans
  • Executive compensation and nonqualified plans
  • Employee benefits issues in business transactions and litigation

Employee Benefit Plan Design and Compliance
Pension Plans. Organizations often need help designing, drafting and working with all types of employee pension benefit plans, including profit sharing, 401(k), money purchase, defined benefit pension (including cash balance) and ESOPs. That can involve operational and administrative issues relating to such matters as non-discrimination testing, plan mergers, spin-offs and terminations, plan distributions, participant loans, contribution allocations and limitations, deduction issues, forfeiture allocations, amendment procedures, investment direction and policies, qualified domestic relations orders, plan investments in employer securities and employer real property, prohibited transactions, fiduciary responsibility issues and more.

We represent clients in audit controversies with the Internal Revenue Service and Department of Labor, and assist them in seeking private letter rulings, advisory opinions and prohibited transaction exemptions.

Welfare Plans. You’ll need counsel with significant experience in designing, drafting and consulting with all types of welfare benefit programs, including medical benefit plans, retiree medical plans, medical reimbursement plans, disability plans, group term life insurance, dependent care, cafeteria plans, voluntary employee beneficiary associations (VEBAs) and educational assistance programs. We assist employers and insurers with claims issues and compliance with the complex ERISA claims procedures, privacy rules under HIPAA, and continuation health coverage under COBRA.

Employee Benefits Issues in Business Transactions
Clients need assistance with benefits issues arising in connection with purchases and sales of businesses and initial public offerings. Such assistance includes drafting, reviewing and negotiating appropriate benefits representations and warranties and indemnifications in purchase and sales agreements. In connection with business acquisitions, we analyze the seller’s employee benefit plans, prepare tables comparing the seller’s programs with the buyer’s programs and outlining problem areas, and assist the client with integration of employee benefit programs. We also analyze issues involved in buying and selling businesses from or to employee benefit plans.

September 9, 2022 – Ulmer & Berne LLP is pleased to announce the addition of Andrea M. Staron, who joins the firm’s Employee Benefits Practice Group as an associate in the Cleveland office. Staron focuses her practice on the establishment, qualification, and maintenance of all types of employee benefit plans....

Shlonsky recognized for improving the legal profession and opening doors for women May 10, 2022 – Ulmer & Berne LLP is proud to announce that Cleveland Partner-in-Charge Patricia A. Shlonsky has been selected as the 2022 recipient of the Ohio State Bar Association’s (OSBA) Nettie Cronise Lutes Award. Shlonsky was presented with the...

April 29, 2020 By: Ulmer’s Tax Practice Group Ulmer’s Tax Practice Group has continued to monitor guidance released regarding the CARES Act. Below are some of the most frequently asked questions our attorneys have received over the last several weeks and the practice’s suggestions and guidance. If you have any...

On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). Among its many and varied forms of relief, the CARES Act provides temporary relief for both plan participants and plan sponsors of certain retirement plans to help ease the burden of...

February 11, 2020 – Ulmer & Berne LLP is pleased to share that Cleveland Partner-in-Charge Patricia A. Shlonsky has been reappointed to the Board of Trustees of the Cuyahoga County Public Library (CCPL). Shlonsky, a champion of public libraries, will serve a second seven-year term on the Board effective February 1, 2020. “Ulmer...

Ulmer & Berne LLP is pleased to announce Patricia A. Shlonsky, Cleveland Partner-in-Charge and Chair of the firm’s Employee Benefits and Tax Practice Groups, was recently inducted as a Fellow of The American College of Employee Benefits Counsel (ACEBC), a nonprofit dedicated to elevating the standards and advancing public understanding of...

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 non-compete 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.