Employee Benefits & Executive Compensation Law
CHANGE — Anticipate, Understand, Explain and Implement
In today’s fast-paced, competitive business environment, human resources serves a crucial role in balancing a business’ and its employees' needs while staying informed and compliant with the ever-changing landscape of federal and state laws. The employee benefits team at Quarles & Brady LLP understands the importance of this role and has been assisting our clients in navigating these laws for almost 100 years.
We listen to our clients and their needs and provide practical advice on everything from single, discrete questions to significant projects like the complete restructuring of a client’s retirement or executive compensation programs. We look both inside and outside “the box” to craft custom-tailored, tax-advantaged solutions that satisfy a client’s needs and provide day-to-day advice on how to implement them.
We possess a great depth of experience in all areas and aspects of employee benefits law, including:
- Retirement plans
- Health and welfare plans
- Fiduciary issues and ERISA litigation
- Nonqualified deferred compensation and executive compensation
- Corporate transactions
- Multiemployer plans
Our clients — including significant, publicly traded Fortune 500 companies; large, privately held corporations; major health care institutions and many other employers in a wide variety of industries — have come to rely on our experience and our ability to translate the technical aspects of employee benefits law into practical advice. The following descriptions briefly illustrate the depth of our knowledge and skill in these areas.
The types and structures of retirement plans are constantly changing and evolving, due to changes in federal law and employers’ business needs and goals. To assist our clients in understanding this changing environment, our team provides complete service and advice on the design, tax impact, implementation and ongoing management of all types of retirement plans. The following is a brief list of the types of services and advice that we can provide with respect to these types of plans:
- Designing and drafting all types of retirement plans, including 403(b), 401(k) and defined benefit plans, and assisting with the administration and compliance of such plans.
- Counseling on controlled group and affiliated service group issues.
- Advising on coverage and nondiscrimination testing issues.
- Representing clients in interactions with various government agencies, including the Internal Revenue Service, the Department of Labor and the Pension Benefit Guaranty Corporation.
- Advising clients on the application of the specific rules with respect to church plans.
- Analyzing the impact of workforce reductions on retirement plans.
- Representing employers, trustees, selling shareholders and lending institutions with respect to employee stock ownership plan transactions, and the implementation and administration of employee stock ownership plans.
- Providing income and estate tax planning for distributions from tax qualified plans, and individual retirement accounts.
- Assisting in the selection of service providers and third-party vendors.
- Reviewing and negotiating service agreements with providers and vendors.
- Representing clients in connection with Internal Revenue Service and Department of Labor plan correction programs.
- Working with clients and consultants on the redesign of retirement programs, including the freezing and/or termination of defined benefit plans, and defined benefit/defined contribution choice.
- Assisting clients with plan mergers, freezes, terminations and early retirement subsidy reductions.
- Advising clients regarding design and implementation of early retirement incentive programs.
- Drafting and reviewing various plan-related documents, including communication materials, summary plan descriptions, election forms, and IRS and DOL filings.
Health and Welfare Plans
With the ever-increasing cost of health care, our clients continually look for ways to manage those costs yet provide their employees with affordable and reliable health care coverage. In connection with this challenging task, we work with our clients to put together health and welfare programs that best accomplish these goals. The following is a brief list of the types of services and advice that we can provide with respect to these types of plans:
- Providing clients with comprehensive counseling on the design and operation of medical and dental plans, group-term life, retiree health and flexible benefit plans.
- Structuring of severance plans, and advising clients on the administration, reporting and disclosure obligations with respect to such plans.
- Drafting and reviewing various types of fringe benefit plans, including cafeteria plans with medical flexible spending accounts, health reimbursement arrangements, health savings account arrangements and dependent care assistance plans.
- Assisting clients with HIPAA and ADA compliance for wellness-type programs.
- Drafting and reviewing fully insured and self-insured group health plans, and stop loss insurance.
- Assisting clients with all aspects of health plan administration.
- Advising clients with respect to the applicability and administration of requirements under COBRA.
- Analyzing the impact of workforce reductions on health and welfare plans.
- Assisting clients with their HIPAA security, and privacy compliance development and implementation.
Fiduciary Issues and ERISA Litigation
Over the last several years, there has been a substantial increase in the number of court cases filed by participants alleging breaches of fiduciary duty by plan administrators and employers. The complaints allege a variety of issues, including the failure of a fiduciary to properly offer and monitor the investment funds offered under a plan, and the reasonableness of fees charged to plan participants by the outside providers. We work with our clients to help them understand their fiduciary obligations, and how best to establish procedures and processes that satisfy their obligations. We also help our clients avoid plan-related litigation and defend them if the need arises. The following is a brief list of the types of services and advice that we can provide to our clients:
- Providing advice regarding fiduciary procedures and responsibilities in connection with plan investments, including employer stock, real estate and mutual fund issues.
- Guiding employers through ERISA’s fiduciary provisions, including areas such as participant-directed 404(c) plans, participant education, and reporting and disclosure.
- Working with clients to structure and follow the claims procedures in their various employee benefit plans.
- Defending clients against claims involving retirement, health, life, disability and severance benefits.
- Training for committees and boards of directors on fiduciary procedures and responsibilities.
- Assisting clients with assessing the reasonableness of fees paid to vendors, third-party administrators and investment providers.
- Defending clients in ERISA class actions and multiparty litigation.
- Representing clients in connection with executive compensation and employment contract litigation.
Nonqualified Deferred Compensation and Executive Compensation
The world of nonqualified deferred compensation and executive compensation has significantly changed in recent years. Employers have had to review and, in most cases, substantially restructure their programs to satisfy changes in federal law. We assist our clients by providing service and advice on all aspects of the structure and taxation of nonqualified deferred compensation and executive compensation, including the following:
- Advising on the structure of and preparing bonus and incentive plans.
- Drafting and reviewing supplemental executive retirement plans (“SERPs”) for public companies, privately held companies and not-for-profits.
- Preparing, reviewing and negotiating employment and resignation agreements.
- Designing and implementing stock option plans and other equity-based plans or arrangements, including restricted stock, phantom stock and stock appreciation rights.
- Assisting with the design and preparation of severance arrangements.
- Preparing all types of deferred compensation arrangements, including 451,
457(b) plans and 457(f) plans, and assisting clients with the design, administration and compliance of such plans.
- Implementing and amending deferred compensation plans in compliance with IRC §409A.
- Designing vehicles to secure plan benefits such as rabbi trusts and split dollar life insurance programs.
- Advising on “golden parachute” arrangements.
Corporate transactions, no matter the size or structure, can present various employee benefits issues, both before and after the completion of the transaction. We have significant experience in recognizing and addressing these issues for our clients. The following is a brief list of the types of services and advice that we can provide in connection with corporate transactions:
- Advising on employee benefits issues in connection with acquisitions, mergers and corporate reorganizations.
- Performing due diligence.
- Analyzing legal obligations with respect to the numerous types of employee benefit plans and arrangements that are implicated during deal making.
- Negotiating and drafting the components of purchase and sale agreements that pertain to employee benefits matters.
- Assessing potential liabilities in connection with corporate transactions (such as controlled group liability under multiemployer plans, funding deficiencies, prohibited transaction violations and retiree health claims).
- Advising on and implementing plan restructurings due to corporate transactions.
Multiemployer plans present unique issues from both a legal and business perspective. Employers that participate in these plans must balance their own business needs, and the requirements imposed upon them by these plans and the corresponding collective bargaining agreements. The following descriptions illustrate the depth of our knowledge and skill with respect to these types of plans:
- Counseling on various issues, including advising on complete and partial withdrawal liability issues arising in connection with corporate transactions, workforce reductions, facility moves, and shutdowns and conversion from union to nonunion status.
- Representing clients with respect to audits of contribution amounts.
- Defending clients in suits brought by multiemployer plans.
For more information on how Quarles & Brady can help you create long-term success, please contact Amy Ciepluch at (414) 277-5585 /
or your local Quarles & Brady attorney.