Employee Benefits & Executive Compensation
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Overview
The attorneys in Cozen O’Connor’s employee benefits and executive compensation practice are experienced in all issues relating to employee benefit plans and executive compensation, including:
- Qualified and nonqualified plans
- Retirement plans
- Executive compensation programs
- Health and welfare benefits
- ERISA fiduciary responsibility issues
- Legal aspects of benefit plan investments
- Benefit issues relating to mergers, acquisitions and divestitures
- Equity based incentive compensation
- Plan terminations
- Benefit issues that are unique to tax exempt entities
- Multiemployer pension plans and withdrawal liability
- ERISA litigation
EXECUTIVE COMPENSATION
Executive compensation arrangements can be tailored to accomplish the unique objectives of both the plan sponsor and the executive. With our knowledge of the legal and regulatory framework, we can design an executive compensation program that is customized to meet your specific goals. Our attorneys assist clients in the design and drafting of all forms of executive compensation arrangements, including:
- Deferred compensation arrangements
- Addressing Section 409A deferred compensation requirements
- Stock option plans
- Restricted stock plans
- Stock purchase plans
- Stock appreciation rights
- Phantom stock
We also have extensive experience in drafting a variety of employment contracts, retention agreements and change-in-control agreements. We counsel clients on the enforceability of non-competition covenants, other post-employment restrictions and confidentiality provisions. Our attorneys also assist clients with tax and securities law issues relating to these plans, programs and agreements, including governmental filings and shareholder disclosures.
QUALIFIED PLANS
We design and implement qualified retirement plans for companies of virtually every size, including traditional defined benefit pension plans and defined contribution plans, 401(k) plans, cash balance plans, and ESOPs.
We also counsel clients in critical plan qualification issues, for example non-discrimination testing, that can emerge in the administration of their plans. We assist clients in self audits of their plans to ensure legal compliance, as well as in government audits. Our attorneys advise clients on the securities law implications of investing plan assets in employer stock.
NONQUALIFIED RETIREMENT PLANS
Nonqualified plans (sometimes referred to as SERPS) have become an important aspect of executive compensation. We counsel clients with respect to these types of arrangements - from the simple to the complex. We also advise clients on different options available for funding these arrangements including rabbi, springing and secular trusts, and insurance-related products, taking into account the tax goals of both the employer and employee.
HEALTH AND WELFARE BENEFITS
Health and welfare benefits have become valued core offerings in today’s workplace. The complexity and cost of these benefits present challenges to all plan sponsors. Our attorneys design and draft health and welfare plan documents that satisfy the statutory requirements of the Internal Revenue Code, ERISA, the ADA, the FMLA, HIPAA and other federal laws, while protecting clients from unwanted liabilities.
We also provide advice on ways to provide cost effective health coverage and welfare benefits. Our attorneys design and implement cafeteria plans, flexible spending programs, employee assistance programs, transportation and tuition assistance plans and similar benefit programs.
ERISA FIDUCIARY RESPONSIBILITY
We counsel clients in discharging their fiduciary duties under ERISA. We assist in establishing committees, procedures and agreements that protect the employees, officers and directors who administer and act as fiduciaries with respect to clients’ retirement plans. Our ERISA attorneys advise clients extensively on all legal aspects of plan investments, including:
- Fiduciary training
- The fiduciary standards imposed by ERISA
- The unrelated business tax aspects of the investment
- Whether the investment is a prohibited transaction
- Whether the investment creates a “plan asset” issue under ERISA
MERGERS AND ACQUISITIONS
We advise clients on the intricate employee benefits issues related to mergers and acquisitions. Our attorneys are skilled in assessing potential liabilities arising from various employee benefit programs, including defined benefit pension plans, executive compensation arrangements, severance plans, change in control agreements and retiree health benefits.
TERMINATIONS, FUNDING AND UNDERFUNDING
Our attorneys assist companies in the termination of their retirement plans and the replacement of the terminated plans with new retirement programs. We counsel many clients, both in and out of bankruptcy, on the legal and financial ramifications of pension underfunding and overfunding, and negotiate with various governmental agencies on behalf of clients and creditors’ committees regarding these issues.
MULTIEMPLOYER PENSION PLANS
Many of our clients contribute to union-sponsored multiemployer pension plans which have unique rules and frequently significant liabilities. We advise clients on how to address their liabilities to these funds, including plan withdrawal liability.
ERISA LITIGATION
In the last few years, litigation in the benefits area has increased dramatically. Our experience in ERISA litigation and employment law enhances our ability to identify and address potential issues in plan design and administration before problems or liabilities exist. We represent clients in all aspects of ERISA litigation, including fiduciary liability, retiree medical benefits, severance matters and retirement and welfare benefit claims.
ARTICLES, SEMINARS AND NEWSLETTERS
Our attorneys present client seminars in the areas of employee benefits, employee relations, and executive compensation. We present programs to clients’ in-house human resources and management sectors on a variety of contemporary employee benefits topics. In addition, we provide client advisories on important changes and developments in the law relating to employee benefits and compensation.
We are committed to staying ahead of developments in Employee Benefits and Executive Compensation.