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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 2014 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

Bar Admissions
Admitted to practice in Pennsylvania

Andrew J. Rudolph
Phone: 215.981.4749
Fax: 215.981.4750
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Rudolph, Andrew J

Practice Area(s)
Class Action Litigation
Corporate and Securities

Employee Benefits and Executive Compensation
ERISA Litigation

Independent Contractor Compliance Practice
Investment Funds Industry Group

Non-Compete and Trade Secrets Practice Team
Private Equity


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New Jersey Sets Low Bar for Workers Filing Independent Contractor Misclassification Suits

1099ers Exposing Startups, Private Equity Firms to Costly Liability

Earthquake in the Independent Contractor Field

Congress Re-Introduces Independent Contractor Misclassification Law

IRS Announces All Same-Sex Marriages Recognized for Federal Tax Purposes

ACA Update: Employer Mandate To Be Postponed Until 2015

Supreme Court Rules DOMA Unconstitutional – Employee Benefit Plan Implications

IRS Provides Administrative Guidance on Excludable Transportation Benefit Limits, Retroactively Increased as of January 1, 2012

Hidden Due Diligence Risk in Mergers, Acquisitions and Investments: Independent Contractor Misclassification Oftentimes Overlooked by Private Equity Firms, Hedge Funds and Other Investors

New Misclassification Bill Introduced in Congress: The Independent Contractor Tax Fairness and Simplification Act of 2012 Seeks to Eliminate ‘Safe Harbor’ for Businesses

How Companies Can Minimize the Risks of Independent Contractor Misclassification

Update on Independent Contractor Misclassification: The States Have Taken the Lead in Cracking Down

Independent Contractor Misclassification Update 2012: How Companies Can Minimize the Risks

Fair Playing Field Act of 2012: Congress Trying Again to End ‘Safe Harbor’ for Businesses that May Have Misclassified Employees as Independent Contractors

IRS Announces Pension Plan Limitations for 2012

Congress Reintroduces the Employee Misclassification Prevention Act that Would Make Misclassification of Employees as Independent Contractors a Federal Offense

IRS’s New Voluntary Classification Program Adds Another Choice for Companies Concerned About Their 1099ers

The Payroll Fraud Prevention Act: New Congressional Bill Seeks to Crack Down on Independent Contractor Misclassification

Fair Playing Field Act of 2010 Would End ‘Safe Harbor’ for Businesses Misclassifying Employees as Independent Contractors

Bill Addresses Independent Contractor Misclassification

Independent Contractor Misclassification: How Companies Can Minimize the Risks

COBRA Subsidy and Other Law Changes Require Urgent Employer Action

Senate Bill Takes Aim at Deferred Compensation

What Employers Need to Know About IRS Notice 2006-100

Rabbi Trust Funding Restricted for Employers with Underfunded Pension Plans

Section 409A: Are Your Deferred Compensation Plans Compliant?

The Death of the Discount Non-Qualified Stock Option

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