Andrew J. Rudolph
Andrew J. Rudolph is a senior partner in Pepper Hamilton LLP’s Employee Benefits Practice Group. He has more than 25 years of experience advising public and privately held businesses on employee benefits, executive compensation and related tax and corporate law issues.
Mr. Rudolph’s practice covers on the full spectrum of benefits and compensation issues affecting employers with workforces of 5,000 to more than 100,000 employees, in an environment in which employee rewards are critical to the effectiveness of the employer’s overall strategic business plan. Mr. Rudolph has been advising several clients for nearly two decades, through several business cycles, and through restructurings, acquisitions and dispositions which have propelled these businesses to national and international prominence.
Mr. Rudolph’s representative engagements include:
- representation of a leading national technology and entertainment business on all employee benefits and executive compensation aspects of its acquisition of its leading competitor, and in connection with the post-merger transition process, including advice regarding an under-funded target company pension plan, change-in-control benefits, executive employment and severance agreements, qualified plan mergers, re-design of stock option, long- and short-term incentive plans, $1 million cap and related development of SEC and IRS filings
- planning for and post-transition integration of all qualified and non-qualified retirement, health and welfare and incentive compensation programs following a “merger of equals” of two global pharmaceutical companies
- implementation, operation and termination of employee stock ownership plans (ESOPs) across the ESOP life cycle, including strategic, tax and corporate advice relating to deferral of income tax on gains, operation of ESOP-owned S Corporations on a tax-free basis, equity incentive arrangements for executives of ESOP-owned businesses, evaluation and solutions for ESOP fiduciary risks, financing of ESOP loans and defense of litigation involving ESOP owned corporations and service providers
- frequent representation of individuals and groups of executives of “target” companies in support of their rights under executive change-in-control, severance and “golden parachute” agreements, including negotiations, tax advice, securities disclosure advice, non-compete and confidentiality restrictions and consulting arrangements, and advice and counsel to boards of directors and compensation committees on legal obligations, typical and best practices regarding executive employment and severance
- conversion of traditional defined benefit pension plans to cash balance pension plans and negotiations with IRS, DOL and EEOC relating to cash balance plans including determination letter filings and defense of participant claims
- advice regarding plan and investment governance and procedures to minimize fiduciary risk
- defense of worker classification litigation and evaluation of benefit plan implications of reclassification of independent contractors as common law employees
- design, documentation, benefit security and securities compliance advice for executive compensation programs, including restricted stock, stock option, phantom stock and deferred compensation arrangements for a wide variety of publicly held issuers.
Mr. Rudolph is an honors graduate of both the University of Pennsylvania and the University of Pennsylvania Law School. He is highly rated in Chambers USA: America’s Leading Lawyers for Business and was selected for inclusion on the 2013 Pennsylvania Super Lawyers list. He is listed in The Best Lawyers in America and was named the Philadelphia Best Lawyers Employee Benefits (ERISA) Law Lawyer of the Year for 2013. Mr. Rudolph was elected a Fellow of the American College of Employee Benefits Counsel in 2007.
B.A. 1978, cum laude, University of Pennsylvania
J.D. 1982, magna cum laude, University of Pennsylvania Law School; Order of the Coif; editor, University of Pennsylvania Law Review
Admitted to practice in Pennsylvania