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Richard W. Ashley

Richard W. Ashley III


Rich Ashley's practice includes advising both public and private companies on the design, implementation and administration of qualified retirement plans, nonqualified retirement plans, welfare benefit plans, equity incentive programs and executive compensation arrangements.

Rich's practice includes advising professional asset managers, registered investment advisors, plan fiduciaries, and service providers with respect to fiduciary obligations, reporting and disclosure obligations, recordkeeping, and compliance with the prohibited transaction rules under ERISA and the Code. Rich regularly advises private funds and hedge fund sponsors with respect to ERISA Title I matters, and regularly consults with clients with respect to managing plan assets and structuring venture capital and real estate operating companies

Rich regularly works with plan administrators on benefit plan compliance and testing issues. Rich has experience with IRS and DOL correction procedures and has represented clients on a variety of compliance issues in connection with government audits.

Rich has extensive experience in the benefits and compensation issues that arise in connection with the transactions, including Code Sections 162(m), 280G and 409A compliance. Rich regularly advises Plan fiduciaries with respect to their duties, best practices, matters relating to the ERISA plan assets regulations and ERISA issues arising under credit agreements. Rich also works with Section 16 officers with respect to their legal obligations.

Rich regularly represents public companies, executive officers, and management teams in connection with potential mergers and acquisitions. Rich also designs and assists in the implementation of Change in Control Agreements and executive continuity and protection programs. Rich has represented professional athletes and executives of professional sports' organizations with respect to employment and compensation matters.

Bar admissionsIllinoisNew York


Recent Matters
  • Regularly advising registered investment advisors on matters related to fund formation, investment product roll-outs, fiduciary obligations, service agreements, and prohibited transaction exemptions.
  • Issuing venture capital operating company opinions to a variety of fund sponsors
  • Advising hedge funds on plan asset management issues
  • Representation of acquisition arm of public company in connection with the acquisition under benefits and compensation integration of manufacturing and transportation companies
  • Representation of executive officers of public telecom corporation in connection with a going private transaction
  • Representation of pharmaceutical corporation in connection with pre-IPO design and implementation of long-term incentive plan
  • Representation of public corporation in connection with design and implementation of Code Section 162(m) compliant long-term incentive plan
  • Representation of international public finance company in connection with design and implementation of long-term cash incentive programs
  • Representation of professional sports franchise in connection with deferred compensation programs for executives
  • Representation of executive officers in connection with sale of wireless company to foreign public telecom corporation
  • Representation of public healthcare company in connection with benefits and compensation matters
  • Representation of global wireless technology company in connection with executive compensation and reporting matters
  • Representation of public biotechnology company in connection with executive compensation reporting issues
  • Representation of a variety of executive officers in connection with employment agreement negotiation and severance negotiation
  • Representation of public company in connection with U.S. Department of Labor audit of qualified retirement plan operation
  • Representation of a variety of public and private companies in connection with Code Section 409(A) compliance issues

Rich Ashley's practice includes significant experience with respect to international mergers and acquisitions and the establishment of international compensation programs. Rich includes experience

  • Establishing cross-border equity compensation programs
  • Negotiating executive compensation arrangements
  • Secondment Agreements, with issues related to international tax withholding
  • Establishment of international equity program for international real estate investment company
  • Establishment to equity appreciation plan for private international hotel consortium
  • Negotiation of employee benefits and executive compensation representations, warranties, and covenants for clients in a variety of industries
  • Representation of insurance underwriters in connection with Employment Compensation, and benefits underwriting issues in connection with the issuance of representation and warranties insurance
  • Work negotiation and implementation of employment agreements for cross-border executive team of UK Company
  • Negotiation and implementation of employment agreements for a variety of inbound and outbound senior executives
  • Establishment of Code Section 457A agreements for executives operating in connection with tax advantaged organizations
  • Representation of Netherlands private equity firm in connection with the establishment of compensation programs and employment agreements for US portfolio companies
  • Work on tax equalization agreements for outbound US executives
  • J.D., John Marshall Law School 1993
    Order of John Marshall
    Staff Editor, Law Review
    cum laude
  • LL.M., Georgetown University Law Center 1994
    with distinction
  • B.A., Syracuse University 1988


The Legal 500 United States

  • Recommended, Employee Benefits & Executive Compensation and Retirement Plans: Design (2018-2020, 2024)
  • Recommended, Employee Benefits, Executive Compensation and Retirement Plans: Transactional (2018-2022, 2024)


  • Fifth Circuit opinion invalidating fiduciary rule creates circuit split; SEC moves forward on fiduciary rule proposals, 17 Apr 2018
  • Tax reform brings changes to executive compensation and employee benefits, 20 Dec 2017
  • Tax reform bill seeks to transform executive compensation, eliminate tax-favored treatment for key employee benefit programs, 8 Nov 2017

Memberships And Affiliations

  • American Bar Association
  • Illinois Bar Association
  • Chicago Bar Association