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RETIREMENT PLANS

We have substantial experience in the design, drafting, and maintenance of qualified pension and profit sharing plans of all types, including ESOPs, 401(k) plans, and complex defined benefit plans, including cash balance and pension equity plans. We also assist clients in merger and acquisition transactions, including negotiating and drafting of the terms of defined benefit plan spin-offs and actuarial methods for determining the share of plan assets transferred to the spun-off plan, and the transfer of 401(k) plan assets.

We maintain "volume submitter" plans that have been pre-approved by the IRS. Such plans offer a variety of designs that will meet the needs of many clients. We deal directly with officials of the Department of Labor, IRS, Pension Benefit Guaranty Corporation, and other governmental entities. Such dealings are often informal, involving discussions of departmental or agency views on the applicability of laws and regulations to specific transactions, without disclosing the identity of our clients.

Defined Benefit Plans
We assist clients in designing and updating defined benefit plans, as well as in drafting plan documents and securing IRS approvals. Our documents are characterized by their relative succinctness and plain English. We look for shortcuts that comply with the complex pension rules, rather than drafting every detail of every rule into plan documents. We are also experienced in analyzing discrimination issues and the requirements for sophisticated compliance techniques, such as the separate lines of business rules.

Defined Contribution Plans
We are experienced in the design and drafting of all types of defined contribution plans, including 401(k) plans, profit sharing plans and employee stock ownership plans. We assist clients in complying with the complex discrimination laws applicable to qualified plans, including the application of the separate lines of business rules for testing compliance with plan coverage requirements.

We advise clients on correcting plan errors and are well-versed in the correction methods made available by the Internal Revenue Service and Department of Labor. We also have substantial experience in assisting clients with corporate transactions involving 401(k) plans and the due diligence activities relating to such plans. We assist clients in evaluating and selecting third-party administrators for their 401(k) plans and negotiating administrative services agreements.

Government and Tax Exempt Employer Plans
Plans maintained by governmental and other tax-exempt entities are subject to unique tax rules that have changed dramatically over the last few years. We have extensive experience with every category of such plans, including state government plans and plans of large tax-exempt health care systems. We have drafted numerous 403(b) plans, 457(b) plans and 457(f) plans, and advise clients on compliance issues affecting these plans.

Employee Stock Ownership Plans
We represent ESOPs of both large and small companies, including those used in leveraged buyouts. Our attorneys have represented owners of closely-held businesses who sold their shares to an ESOP to qualify for tax-free reinvestment of the proceeds of the sale, and we have represented management and other investors who used an ESOP as a tax advantaged method of acquiring a business. Services relating to employee stock ownership plans extend to designing and drafting leveraged ESOPs and profit sharing plans that invest in employer securities.

We team with our Tax attorneys to advise clients on tax issues such as the election of S corporation tax treatment by an ESOP company. We also work closely with the Firm's Corporate and Securities lawyers in ESOP transactions, particularly those with securities law issues.

Executive Compensation Plans
We are experienced in the design of executive compensation plans, including plans designed to meet the requirements for exemption from the $1 million deduction limit on performance-based compensation. We have designed and drafted numerous stock option, restricted stock, employee stock purchase, and other types of stock compensation plans. For public companies, we work with our Corporate and Securities practice area to ensure compliance with the securities laws.

We provide technical advice and drafting assistance for non-qualified plans providing benefits in excess of those under the clients' qualified plans due to limitations on benefits in the qualified plans. We assist clients in establishing Rabbi trusts for such plans, and in complying with the complex 409A rules.

The excise taxes imposed on executives who receive excess parachute payments, and the non-deductibility of such payments by the corporation making the payment, can significantly affect the costs of corporate acquisitions. We assist clients in analyzing the impact of such arrangements, as well as developing potential alternative arrangements that meet the regulatory requirements for exception from the golden parachute tax consequences. We also draft executive golden parachute agreements and assist with strategies to minimize any excise taxes.

Publications

Supreme Court clarifies definition of ‘church plan’ under ERISA

DOL revises guidance regarding exercise of shareholder rights by ERISA fiduciaries

Halo looms over new decision that adds to ERISA risks for claims administrators

Are HR employees ‘investment advisors’ under the DOL’s fiduciary rule?

Did you consider the COBRA implications of your severance arrangement?

Technology companies: Are your employment policies due for a reboot?

IRS issues new rules for 'closed' defined benefit plans

Section 409A: Top 10 rules for compliant non-qualified deferred compensation

Get the basics on two federal bills affecting employee benefits

Staffing agency workers and ACA offers of coverage

New rules on the block: SEC targets executive compensation

Nonqualified deferred compensation plan update

IRS releases final forms for Health Care Reform reporting

DOL claims most workers classified as independent contractors are "employees" covered by the FLSA

Two key legislative developments impact wellness plans, non-qualified deferred compensation plans

Department of Labor issues final regulations on annual funding notices

2014 pension plan regulatory highlights

The battle over 4062(e) 'facility closure' liability

Final regulations on qualified longevity annuity contracts

GAO report shines spotlight on key issues for managed accounts in 401(k) plans

IRS guidance on the application of the Affordable Care Act’s market reform provisions to HRAs and FSAs

Full disclosure: A practical guide for the HR professional when preparing the retirement plan portions of a proxy statement

Health care reform reporting requirements: Final rules

Private sector pension de-risking and participant protections

SEC proposed rules on CEO pay ratios: What employee benefits professionals need to know

IRS provides some guidance on federal tax matters for same-sex marriage

Health FSA carryover amendments - Proceed with caution

Missouri employers take note: don't wait to challenge the timeliness of a charge under the Missouri Human Rights Act

U.S. Department of Labor updates FMLA guidance about who is a "spouse" following Supreme Court ruling

Illinois employers face decision as appellate court limits offer of at-will employment as consideration for competition restrictions

U.S. Supreme Court strikes down DOMA: What it means for plan sponsors

NLRB posting requirement struck down by court; federal contractors still on the hook

Blog Posts

How to avoid tax traps in life insurance

Higher ed braces for flood of lawsuits over retirement plans

TCLE

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