Employee Benefits and Executive Compensation
Practice Leaders: Jonathan A. Clark and David M. Kaplan
Pepper Hamilton
LLP maintains a sophisticated, national practice advising employers, boards of directors and investors regarding the design, drafting, implementation, communication and operation of employee benefit plans and executive compensation arrangements.
Employee Benefits In the Employee Benefits area, we counsel employers regarding all types of retirement and welfare benefit plans. We also represent plan sponsors and fiduciaries in investigations and audits by government regulatory agencies, including the Internal Revenue Service (IRS), the U.S. Department of Labor, the Pension Benefit Guaranty Corporation and state agencies. In addition, we work closely with our ERISA litigation group to defend employers and fiduciaries in a wide range of individual and class action claims. We are currently devoting significant attention to the following types of matters:
- advising employers regarding tax, fiduciary and securities law issues implicated by the contribution of employer stock to qualified retirement plans
- advising buyers and sellers regarding the employee benefits aspects of corporate transactions (including the post-transaction integration of acquired employee populations and the merger or termination of legacy plans)
- identifying qualified plan defects and correcting those defects through IRS voluntary compliance mechanisms
- amending defined contribution plans to incorporate automatic enrollment and default investment features, and otherwise helping plan sponsors improve plan participation, encourage better participant behavior or ensure favorable testing results
- negotiating service agreements with plan trustees, third party administrators and other vendors.
Executive Compensation In the Executive Compensation area, we counsel regarding executive employment, change in control, retention and separation arrangements, equity-based compensation programs, annual and long term incentive plans, supplemental executive retirement programs and excess benefit and deferred compensation plans.
We advise publicly traded companies regarding fiduciary and governance concerns, reporting and disclosure requirements, and tax compliance and planning matters. For example, we currently are devoting significant attention to the following types of matters:
- advising boards and compensation committees regarding required and best practices regarding the design and grant of equity-based incentives and severance rights
- advising boards and compensation committees in the development of executive stock ownership guidelines
- drafting compensation disclosures in compliance with recently revised SEC proxy rules
- amending plans and agreements to conform to final regulations under Section 409A
- analyzing existing severance and change in control commitments to model potential liabilities and tax consequences under Section 280G
- designing incentive arrangements that maximize the tax deductibility of compensation under Section 162(m)
- negotiating executive arrivals and departures and drafting related agreements and Form 8-K disclosures.
What Differentiates Us? At many law firms, compensation and benefits are ancillary services. But not at Pepper Hamilton. Our practice is perceived by many clients as a “destination” for solutions to complex problems in these areas.
Our practice is staffed by lawyers recognized as leaders in their field. We are thoroughly integrated with our colleagues in allied practice areas (corporate/securities, labor/employment, tax, etc.), so that we can offer a boutique service experience supported by the resources of an AMLAW 100 firm.
Our practice includes lawyers with backgrounds in actuarial science, compensation consulting, public accounting and plan administration. We therefore understand the context of your problems and are able to work effectively with your other advisors and vendors to develop solutions. Because we are sensitive to financial reporting requirements, investor relations issues and market developments, you can count on us for advice that is both correct as a matter of law and useful in practice.
Most of all, we pride ourselves on being responsive, trusted advisors who are as comfortable interacting with your actuary as we are with your CEO.
References Our clients reflect a diverse mix of business sizes and types, but share at least one characteristic: the need for responsive, reliable and practical legal advice. Please contact us for a list of current engagements or references.
