Practice Group: Employee Benefits

The Employee Benefits Practice Group provides sophisticated expertise in dealing with all types of employee benefits matters. A strength of the group is that each of its members has broad experience in handling a wide range of issues. As a result, we are able to personally counsel our clients, their senior executives and other professionals working in the human resources and finance areas, on the full spectrum of benefits issues that they confront on a regular basis. This breadth of knowledge is important to our clients, many of whom are required to handle complex and diverse benefits issues, as it allows them to work with a valuable team member who is familiar with all of their concerns. Our lawyers assist in the design and implementation of qualified and non-qualified retirement and compensation arrangements, including equity and non-equity based arrangements, pension, profit-sharing, 401(k), employee stock ownership, 457 and 403(b) plans, stock option and deferred compensation arrangements. We regularly advise on executive compensation matters, fiduciary issues under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and on matters pertaining to the design and operation of a variety of health and welfare plans.

Executive Compensation

Our attorneys work to develop tax-advantaged compensation arrangements designed to meet each client's unique needs in attracting and retaining executive officers and other key employees and consultants. We have extensive knowledge of the complexities of Section 409A of the Internal Revenue Code of 1986, and its application to a broad range of executive compensation and other types of arrangements. Members of this practice group also represent both employers and senior executive officers in the negotiation and drafting of employment and separation agreements. 

Fiduciary Responsibility

We regularly counsel clients on a variety of fiduciary issues under ERISA, including those involving the investment and management of plan assets and prohibited transaction concerns.

Commercial Transactions

We work closely with members of the firm's Corporate Department in addressing the range of employee benefits issues that typically arise in the context of mergers, acquisitions, spinoffs and other business transactions, including the key issues of how benefit arrangements impact purchase price, the manner in which to structure the transaction, and plan coverage requirements. Our attorneys have a particular expertise in assisting clients with the merger and termination of employee benefits plans in the context of a range of commercial transactions.

Qualified Plans

We assist clients in the design, implementation and operation of a full range of qualified retirement plans, and regularly counsel clients to insure compliance with the statutory requirements of ERISA, the Internal Revenue Code and other applicable federal and state laws. We counsel clients in selecting the appropriate plan for their unique needs and thereafter assist in resolving any plan qualification, operation or administration issues that may arise. 

Health and Welfare Plans

Our benefits attorneys work with clients on a wide spectrum of health and welfare benefit plan issues, including the design, operation, amendment and termination of all types of group and retiree health plans, self-insured plans, cafeteria and flexible spending arrangements, and medical reimbursement plans. Our attorneys also have particular expertise in issues involving the continuation of health benefits under both federal and state laws. 

Benefit Controversies and Litigation

Our group members have wide experience working with our clients to develop practical approaches to resolving plan operational, prohibited transaction and other fiduciary issues. We represent clients before the Internal Revenue Service, the U.S. Department of Labor and the Pension Benefit Guaranty Corporation. In litigation and other controversies, our benefits attorneys are also fully supported by our Litigation Department, one of the state's largest.

Representative Projects of the Employee Benefits Practice Group

• Representation of Boards of Directors and Board Committees in the design and documentation of governance procedures to help ensure compliance with fiduciary obligations under Title I of ERISA.
• Assistance with the internal review by a public company of all of its previously issued and outstanding stock options and warrants to confirm that the prior grants and exercises were appropriately reported for securities laws, income taxation and payroll purposes.
• Negotiation of an employment separation package on behalf of the President/CEO of the U.S. operating subsidiary of a foreign automobile manufacturer.
• Review and assistance with the restructuring of retiree health coverage provided by a college for its current and former professors in order to reduce the college's expenses and limit its future liability exposure under the arrangement.
• Review of a bank trust department's custody, investment management and investment advisory agreements to insure that all pertinent issues under ERISA, and fiduciary concerns under Title I of ERISA in particular, were properly addressed.
• Review and revision of shareholders' and employment agreements for active and retiring shareholders of a medical practice to insure that income was not inadvertently accelerated prior to the receipt of payments by the shareholders as a result of IRC Section 409A.
• Design and documentation of an incentive compensation arrangement to be used by a New Jersey based manufacturer to assist it in recruiting, motivating and retaining its high level sales force.
• Representation of an actuarial consulting firm in its defense of allegations that it had improperly handled the calculation of benefits payable upon plan termination to the financial detriment of the plan sponsor.
• Restructuring of a deferred compensation package for the retiring CEO of a federal credit union to avoid his immediate recognition of income upon employment termination.