The Employee Benefits and Executive Compensation practice of DLA Piper represents publicly traded, large privately held, small business, governmental, and tax-exempt entities, as well as financial institutions, trade associations, insurance companies, government retirement plans, health care organizations, and employee benefit and executive compensation consulting and administration firms.

Our broad-based practice covers designing and implementing qualified retirement plans; assisting clients in complying with regulatory requirements under ERISA, the Internal Revenue Code, and federal securities laws; ERISA litigation; advising clients on complex pension fund investments; employee stock ownership plan transactions; welfare benefit plan issues; and the design, implementation, and administration of nonqualified deferred compensation and stock option plans. The scope of our practice provides our lawyers with deep insights into all aspects of an employer's benefit programs. Similarly, the firm's experience in representing health care organizations provides additional insights in representing employers with respect to their group health plans.

Our goal in representing employers is to help them implement and administer plans cost-effectively and minimize the legal risk of participant lawsuits under ERISA, Department of Labor, or Internal Revenue Service investigations, while always keeping in perspective the employer's corporate and human relations objectives.

General Benefits Advice

We provide general benefits advice on both retirement and welfare benefit plans. We routinely:

• advise and assist clients in designing, implementing, and operating pension, cash balance, profit-sharing, 401(k), employee stock ownership, 403(b) tax-sheltered annuity, and 457 deferred compensation plans;
• counsel and assist clients on flexible benefit or “cafeteria” plans, voluntary employee beneficiary associations (VEBAs), and other employee welfare plans, such as medical and dental plans, disability plans, life insurance plans, and retiree health plans so that our clients comply with applicable tax considerations, ERISA and other requirements relating to federal and state law;
• advise clients on compliance with HIPAA and other legislative changes to ERISA affecting group medical plans;
• work with state, local, and federal governmental entities to design and operate retirement and welfare benefit plans, including tax-qualified retirement plans, 403(b) plans, 457plans, “pick-up” plans, and cafeteria plans;
• represent major benefits programs with outsourcing of administrative service benefits to third-party administrators, including service agreements and audit controls;
• advise clients on self-insured medical plan liabilities and COBRA obligations in the context of acquisitions and divestitures;
• draft and review plan documents and amendments, summary plan descriptions, and other plan materials;
• obtain IRS approval of new tax-qualified plans and amendments to existing tax-qualified plans;
• help clients resolve plan compliance issues through the IRS Employee Plans Compliance Resolution System, including the Voluntary Compliance Resolution (VCR) Program and the Closing Agreement Program (CAP);
• represent clients with government investigations and audits of benefit plans; and
• when necessary, litigate tax, fiduciary, and other issues involving plan operations.

Executive Compensation and Incentive Plans

We counsel both taxable and tax-exempt entities on the compensation of their executives as well as the federal tax consequences of these arrangements. Our lawyers advise clients in designing and operating:

• supplemental executive retirement plans (SERPs) and excess benefit plans;
• incentive plans and non-tax-qualified deferred compensation plans;
• golden parachutes and discretionary severance agreements that contain the language needed to ensure a favorable judicial review standard under the Supreme Court's decision in Bruch v. Firestone and its progeny;
• employment agreements for key executives; and
• stock option plans, restricted stock plans, stock purchase, stock appreciation, and other equity-based and capital appreciation-based compensation plans, both domestically and internationally. We have prepared registration statements for employee equity programs and regularly advise clients on securities laws affecting employee benefits.

Fiduciary Responsibility and Plan Investment Counseling

We counsel financial institutions, insurance companies, and banks that manage benefit plan assets, advising them on ERISA's fiduciary and prohibited transaction rules and other matters of interest to investment managers. On a regular basis, our lawyers:

• work with investment fund managers in structuring investment products suitable for qualified retirement plans and work with plan committees and individual trustees, helping them understand their responsibilities as ERISA fiduciaries;
• represent banks and insurance companies in developing mutual funds and other investment packages for sale to retirement plans;
• design processes that are intended to assist clients in complying with applicable fiduciary issues relating to these transactions;
• analyze plan investments to determine whether unrelated business taxable income may be generated for plan investors; and
• advise clients on other tax issues such as the unrelated business income tax.

Mergers, Acquisitions, and other Transactional Work

We frequently deal with employee benefit and executive compensation issues that arise with mergers and acquisitions, initial public offerings, and other corporate transactions. We perform due diligence on employee benefit matters and review employee benefit provisions in transaction documents. We counsel sellers on the most appropriate disposition of their existing benefit plans, often involving plan mergers and spin-offs; and we work with buyers in transitioning employees of the acquired entity into new employee benefits. We also advise borrowers and lenders on the employee benefit-related provisions of loan documents.

The firm is experienced in structuring ESOP transactions for tax and ERISA compliance, financing an ESOP's purchase of employer securities, and advising on corporate and securities issues relating to ESOP transactions.

Our lawyers have extensive experience advising clients on many types of ERISA and other employee benefits litigation. We have handled cases involving multi-employer plan withdrawal liability, benefit claims, contribution collections, and ERISA fiduciary matters.