Mark Muedeking’s primary areas of practice include business, tax, employee benefits and executive compensation and litigation of ERISA and employee benefits matters. He represents public and private companies, tax-exempt charities, trade associations, foundations and corporate chief executives.

Prior to joining the firm, Mr. Muedeking was a Trial Attorney for the United States Department of Justice, Tax Division. Hired under the Attorney General’s Honors Program, his experience included representation of the Untied States in complex civil tax litigation in the United States District Courts; he received the Tax Division’s Outstanding Attorney Award.

He was the Managing Director and General Counsel of the United States Olympic Committee and a member of the US Olympic Team staff for the 2000 Summer Olympic Games, Sydney, Australia. Hired in connection with management changes implemented as a result of the Salt Lake bid scandal, he was responsible for managing all legal affairs of the organization, including representation of the athletes and the US Olympic Team in disputes arbitrated before the American Arbitration Association (AAA) and the Court of Arbitration for Sport (CAS).

Major Mergers and Acquisitions
Mr. Muedeking has acted as counsel to buyers and sellers in more than 100 acquisition transactions with respect to employee benefits and executive compensation matters, including:

• Whirlpool Corporation’s acquisition of Maytag Corporation;
• MBNA’s acquisition by Bank of America;
• Marriott International, Inc. spinoff of Sodexho Marriott;
• USF&G’s acquisition by The St. Paul Companies;
• MGM MIRAGE’s disposition of The Golden Nugget;
• MerryLand & Investment Company, Inc. acquisition by Equity Residential, Inc.
• The Rouse Company’s acquisition by General Growth Properties;
• Acquisition of the Baltimore Orioles by The Home Team Limited Partnership;
• MGM MIRAGE’s acquisition of The Mandalay Resort Group;
• Comdisco, Incorporated’s disposition of disaster recovery and other lines of business (serving as special assistant to CEO for restructuring).

Benefit Plan Transactions
Mr. Muedeking has represented numerous clients in employee benefit plan transactions. Recent benefit plan transactions include:

• Complex $1 billion acquisition of preferred stock by an employer stock ownership plan (ESOP);
• ESOP acquisition of a construction company;
• Insurance company sale of a real estate portfolio to employee benefit plan investors;
• Real estate investments by a multi-employer plan;
• Sale of an ESOP-owned vision care company to a major insurance company;
• ESOP acquisition of an engineering firm;
• Proposed sale of pension assets and liabilities by an international communications firm.

Litigation and Arbitration
Mr. Muedeking represents clients in litigation of disputes. Litigation involving employee benefits and executive compensation matters includes representation of:

• The National Railroad Passenger Corporation (Amtrak) in two class action lawsuits regarding Amtrak’s defined benefit pension plan and 401(k) plan;
• Mandalay Resort Group in four cases involving the termination of a supplemental executive retirement plan;
• Publicly traded manufacturer of consumer products - national employee benefits litigation coordinator;
• PHH Healthcare in class action alleging breach of ERISA fiduciary duties;
• Multinational company in an AAA arbitration regarding executive benefits;
• Union trust in a suit alleging fiduciary violations;
• Corporate directors of Allegheny Power in a case brought under ERISA alleging breach of fiduciary duty respecting employer stock;
• Computer Associates in class action brought under ERISA;
• Plan committee of a publicly traded company in connection with claims of breach of fiduciary duty relating to employer stock;
• MGM MIRAGE in a suit against a third-party health plan administrator to recover substantive overpayments to providers.

Investigations and Audits
Mr. Muedeking regularly represents clients in government and internal investigations and audits, including:

• Senator George Mitchell’s investigation of alleged steroid use in Major League Baseball;
• Representation of a global insurance company in a Department of Labor (DOL) investigation of a health insurance product;
• Representation of an ESOP in a DOL and IRS audit;
• Representation of an ESOP sponsor in a DOL and IRS audit;
• Formation and oversight of an independent, international panel to review alleged doping cover-up by USA Track & Field;
• Internal investigation for an NYSE company of potential abuses and lack of oversight in executive compensation programs;
• Representation of several trade association welfare funds in DOL investigations;
• Representation of numerous clients in internal and IRS audits of plan compliance with qualification requirements;
• Representation of employers in multiemployer plan audits;
• Investigation of alleged ethics violations by directors of a national governing body for an Olympic sport;
• Panels for review of athlete grievances and rule violations.

Compliance Work
Mr. Muedeking represents well over 100 clients in day-to-day compliance matters, including:

• Compliance with Internal Revenue Code requirements for benefit plans and fringe benefits;
• Compliance with ERISA fiduciary rules;
• Negotiation of administrative services agreements with retirement, health and prescription drug plan vendors;
• Internal Revenue Code section 409A compliance for deferred compensation arrangements;
• Securities laws compliance and disclosure for equity compensation arrangements;
• Tax withholding and reporting requirements.

CEO Contracts
Mr. Muedeking has represented more than 100 CEOs and publicly traded companies in negotiating and documenting CEO contracts and related equity arrangements.

許可

• District of Columbia
• Maryland

過往經驗

• Managing Director and General Counsel, United States Olympic Committee; USOC Staff, US Olympic Team, 2000 Summer Olympic Games, Sydney, Australia
• US Department of Justice, Tax Division Trial Attorney
• Adjunct Professor, Antioch University Law School