We assist companies with the design, drafting and implementation of stock option plans (for both incentive stock options and non-qualified stock options), other forms of incentive compensation plans (including restricted stock grants, stock appreciation rights, phantom stock and performance units), employee stock purchase plans and non-qualified deferred compensation plans (along with related security arrangements such as rabbi trusts and secular trusts). Our attorneys advise both companies and executives with respect to compensatory transfers of property (IRC § 83), deferred compensation, tax withholding and golden parachute issues (IRC § 280G), and we assist both companies and executives with the negotiating and drafting of employment agreements. We also advise companies with respect to IRC § 162(m) issues ($1 million compensation deduction limitations).
In the area of mergers and acquisitions, we perform due diligence investigations and analyses of the target’s stock option plans, incentive compensation plans and executive employment agreements, and we advise acquirers and targets, as applicable, concerning related issues such as cashing-out or assuming outstanding options and incentive awards, accelerated vesting or pay-outs, and golden parachute problems.
Our ERISA and employee benefits attorneys advise clients on all aspects of welfare benefit, pension and profit sharing plans and other employee benefits issues. We have significant experience in the design, drafting and administration of defined benefit pension plans, profit sharing plans, safe harbor plans, stock bonus plans, target benefit plans, age-weighted profit sharing plans, money purchase pension plans and employee stock ownership plans. We have represented ESOPs in connection with the acquisition by third parties of the sponsoring corporation, and we have represented employers, lenders and selling shareholders in a variety of leveraged ESOP transactions, including a “Transatlantic ESOP” in which the ESOP of a U.S. company acquired the stock of its foreign parent in a leveraged transaction. We are active in the welfare benefits arena, including health, life & disability, and severance plans, HIPAA portability and privacy issues, IRC § 105(h) nondiscrimination issues, retiree medical coverage, IRC § 501(c)(9) employer-funded health trusts, and COBRA matters, and we assist companies in establishing a wide assortment of flexible benefit arrangements, including cafeteria plans under IRC § 125.
For companies seeking to downsize their workforce, we have experience with the development and implementation of retirement windows and other reduction-in-force programs that are compliant with the Older Worker Benefit Protection Act.
Our attorneys also assist companies with the unique pension and benefits issues resulting from collective bargaining agreements, such as the negotiation of benefit plan changes and compliance with the Multiemployer Pension Plan Amendment Act.
We obtain tax qualification rulings and other private letter rulings from the Internal Revenue Service (IRS) and advisory opinions and prohibited transaction exemptions from the U.S. Department of Labor in Washington. We represent clients under audit by the IRS or U.S. Department of Labor and provide technical support to our tax and employment discrimination litigators, if a matter reaches the litigation stage.
In the area of mergers and acquisitions, we perform due diligence investigations and analyses of the seller’s employee benefit programs on behalf of the purchaser and negotiate and draft employee benefit provisions of merger and acquisition agreements on behalf of both purchasers and sellers.
Schools, religious orders, other tax-exempt organizations and governmental entities have special employee benefit needs and legal requirements. We provide our exempt organization clients the advice and assistance necessary to meet those needs and requirements, for example, by preparing qualified retirement plans, tax sheltered annuities and IRC § 457 deferred compensation arrangements.
The executive compensation and employee benefits field is impacted by a number of other areas of law including employment discrimination, labor, bankruptcy, securities, regulated industries and health care. Our Executive Compensation and Employee Benefits Practice Group works closely with the attorneys in our other practice areas to respond effectively to the needs of our clients.