Employee Benefits and Executive Compensation

Employee Benefits and Executive Compensation

Primary Contact: Bryant Cranford

Rose attorneys have a depth of practice in the employee benefits area, counseling clients in all aspects of employee benefit and executive compensation plans and programs under the Internal Revenue Code and ERISA, and with the legal issues that affect employee benefits under federal securities laws and state laws. Our clients represent a variety of business types and sizes.  Among them, employers (public and closely-held, governmental, church and non-profit), academic institutions, banks and trust departments.

Our extensive experience includes such areas as:

Design, implementation, and maintenance of 401(k) and profit sharing plans

Defined benefit/pension plans

Employee stock ownership plans

Welfare plans

Executive and deferred compensation programs

Representation of financial institutions in their capacities as trustee, plan administrator, or other fiduciaries under ERISA

Representation of employers and plan fiduciaries in connection with the compliance programs instituted by the Internal Revenue Service and the Department of Labor

Employee benefits matters in the negotiation of corporate transactions such as acquisitions, mergers, and credit arrangements

Executive Compensation

The Rose attorney team routinely assist clients in executive and deferred compensation arrangements, Section 409A, Section 162(m), and golden parachute tax issues.

We add value to our clients in such areas as:

All types of incentive compensation

Severance arrangements

Stock-based compensation

Split dollar insurance, bonus plans and contracts

Consulting agreements

Change in control agreements

Covenants not to compete

Confidentiality agreements

“Eligible” and “ineligible” Section 457 plans

Design, drafting, and administration of many different types of deferred compensation and supplemental retirement programs

Mergers and Acquisitions

We assist our clients in the negotiation of employee benefit, executive compensation, and equity and incentive plan issues in corporate transactions, including acquisitions, mergers, credit agreements, and the integration of employee benefit structures following corporate acquisitions.

Our experience includes:

Plan establishment issues

Corporate disposition transactions such as spin-offs, stock and asset sales, plan terminations, and other transactions, including employee benefits issues in the bankruptcy setting.

Qualified Plans

We commonly assist clients in the drafting, implementation, administration (including methods of regular and “cross” or “new comparability” testing) and termination of all types of qualified plans, including 401(k), defined benefit/pension, and 403(b) plans.

Our experience includes:

Determination letters on certain qualified plans from the Internal Revenue Service

Department of Labor advisory opinions on behalf of clients and their plans.

Internal Revenue Service and Department of Labor employee plans examinations and employment tax audits

Resolution of compliance or administrative defects by participating in the Internal Revenue Service’s Employee Plans Compliance Resolution System (EPCRS), the Department of Labor’s Voluntary Fiduciary Correction Program, and the Department of Labor’s Delinquent Filer Voluntary Correction Program

Advice on employer stock issues related to qualified plans

Welfare and Fringe Benefit Plans

Our attorneys advise clients on compliance with the requirements under the Internal Revenue Code, COBRA, HIPAA (privacy, security and portability) and other applicable federal and state law requirements, including the related reporting requirements. Our practice covers all types of plans, including  group life insurance, severance, disability,  health (self-insured and insured), health savings accounts, flexible benefits/cafeteria plans, health reimbursement accounts, employee assistance programs, and tuition assistance.

We advise clients on employee shared responsibility penalty avoidance (4980H) under the Affordable Care Act.

Fiduciary Matters

Our legal team represent employers and plan fiduciaries in connection with their ERISA fiduciary responsibilities and advise them regarding compliance with such responsibilities under ERISA and the Internal Revenue Code

Additionally we:

Counsel plan sponsors and fiduciaries

Advise regarding fiduciary duties

Advise clients regularly on potential prohibited transaction issues

Assist in achieving and maintaining compliance

Analize the pros and cons of compliance with and protection offered under ERISA Section 404(c)

Administrative Matters

We help our clients with the employee benefit plan reporting requirements of the Internal Revenue Service and the Department of Labor.

Among the numerous areas we counsel on our clients’ behalf:

Advice about compliance issues and the submission of requests for relief under the various correction programs available from the Internal Revenue Service and Department of Labor.

Participation directly with governmental agencies

Examination or investigation of plans by the Internal Revenue Service and Department of Labor

Individual Retirement Accounts (IRAs)

We advise our clients on permissible IRA investments and the avoidance of the prohibited transaction rules. Additionally we help our individual clients maximize their (and their heirs) benefits under their IRAs relating to the required minimum distribution rules.  We also advise financial institutions on their obligations in administering IRAs.