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Employee benefits & executive compensation

Our employee benefits and executive compensation attorneys are experts in all aspects of ERISA fiduciary rules and plan assets, employee benefit plan compliance, executive compensation, as well as treatment of the above in corporate transactions.

ERISA Fiduciary Rules and ERISA Plan Assets

Our attorneys provide cutting edge advice to private equity, real estate and hedge fund managers on compliance with the fiduciary requirements in the Employee Retirement Income Security Act of 1974 (ERISA) as they relate to the investment in those funds by ERISA-covered employee benefit plans. We counsel investment manager clients on how to avoid becoming an ERISA fiduciary or, if fiduciary status is unavoidable, on how to fully comply in the operation of the fund with the standard of conduct applicable to ERISA fiduciaries. We draft necessary ERISA-related disclosures in fund offering documents.

Our attorneys review proposed investments in private equity and other funds on behalf of ERISA plan investors to determine if the investment would raise fiduciary breach or prohibited transaction issues. We negotiate acceptable terms of the transaction with investment managers, including restructuring of the fund, to eliminate these ERISA issues. We provide ongoing review of fund operations to ensure that the fund continues to comply with applicable ERISA requirements. We also resolve disputes between our investment manager or ERISA plan clients and the U.S. Department of Labor, including obtaining advisory opinions and prohibited transaction exemptions.

Executive Compensation

Our attorneys advise regarding all aspects of executive compensation. We draft, review and negotiate employment, severance and change of control agreements for executives or other employees, and IRC section 280G golden parachutes. We structure and render advice regarding equity-based compensation, including nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units and employee stock purchase plans. We draft and advise with respect to supplemental retirement plans, deferred compensation plans and other nonqualified arrangements. We advise on and draft deferred compensation agreements, severance agreements and other arrangements in order to comply with IRC section 409A restrictions on deferred compensation. We provide advice regarding incentive bonus plans and public company performance-based compensation requirements of IRC section 162(m). We assist in public-company executive compensation proxy disclosure and section 16 short-swing profit rules. We advise regarding wrongful termination and employment discrimination matters.

Employee Benefit Plans and Executive Compensation in Corporate Transactions

Our attorneys advise on various aspects of employee benefit plans and executive compensation in corporate transactions, including (i) drafting, reviewing and negotiating employment agreements and compensation packages for executives in connection with a change of control; (ii) conducting ERISA, executive compensation and employment due diligence for transactions; (iii) drafting and negotiating ERISA and employee benefits provisions of purchase and sale agreements and loan agreements; and (iv) reductions in force and compliance with the Worker Adjustment and Retraining Notification Act.