Our firm works with employers to build and maintain benefit and compensation programs that retain quality employees while limiting employers’ legal liabilities. We counsel closely held and public companies, as well as tax-exempt organizations, on all facets of such plans. In addition to representing employers, we advise executives concerning their individual compensation arrangements. We begin each project by carefully listening to our client before proposing solutions that meet the client’s objectives in a cost-efficient manner.
Retirement, Health Care & Other Benefit Plans
Employers face daunting challenges in maintaining benefit plans that comply with the complex and ever-increasing regulations imposed on such plans. We enable our clients to meet those challenges, whether the benefit plan is a pension, 401(k), health care, cafeteria or other type of benefit plan.
When a client wants to establish a benefit plan or alter an existing plan, we help design a benefit structure that satisfies its objectives. We prepare the required plan documents and related participant communications. We counsel clients considering whether to merge or spin-off retirement plans. When a client decides to terminate a plan, we advise on how to minimize the potential for liabilities following the termination.
We work closely with clients to develop effective administrative policies and procedures to reduce the risk of claims arising from potential litigation. This includes advising plan fiduciaries on the procedures in selecting an investment adviser for a retirement plan or choosing the investment funds to be made available under a 401(k) plan.
When necessary, we defend our clients against threatened actions by governmental agencies. We counsel clients on responses to audits by the Internal Revenue Service, Department of Labor and the Pension Benefit Guaranty Corporation. We also guide clients through the administrative procedures that apply to claims against benefit plans and in litigation when claims are denied.
Retaining key employees is critical for a company to meet its business objectives. We assist clients by designing and implementing executive compensation programs that provide financial incentives for executives that align with the goals of their employers. We work with companies to reward their executives in employment agreements and change of control agreements, deferred compensation arrangements, incentive compensation plans and equity compensation.
We also represent executives regarding their own individual compensation arrangements, including negotiating new employment arrangements or adjustments to current ones, such as compensation and equity ownership increases. We help executives understand the tax implications of their compensation programs and how to avoid the taxes and penalties that are imposed when arrangements do not comply with complex tax rules. We also protect executives when their employers are being sold by negotiating employment terms such as the equity and other benefits to be provided by the buyer post-closing.
Buying & Selling Businesses
Clients who are buying or selling a business need to understand the potential liabilities that may arise and how the transaction will impact their benefit plans. Without proper planning:
- A buyer may end up with unfunded pension and/or retiree medical liabilities or uninsured COBRA obligations.
- A seller may find itself obligated for liabilities thought to have been eliminated or transferred in connection with the sale.
- Executives may face significant and unanticipated taxes and penalties.
When a client is buying a business, we review the target’s benefit plans and compensation arrangements prior to the acquisition to determine whether potential liabilities can be reduced or eliminated through appropriate structuring of the transaction. Afterward, we assist the client with the tactical implementation of benefits plan restructuring and assimilation strategies.
Conversely, when a client is selling a business, we present options with respect to its benefit plans, including how to terminate benefit plans to avoid unexpected liabilities. We also negotiate the assumption of benefit plans by buyers and the allocation of liabilities between the parties. We also review whether the executives may face “golden parachute” taxes and, if so, develop strategies for eliminating or minimizing such taxes.