Baker & McKenzie's U.S. Compensation & Employment Law Practice Group ("CELPG") is one of seven national practice groups of the Firm and consists of a network of attorneys throughout the nation experienced in handling the entire spectrum of labor and employment law issues facing corporations and their management.
Attorneys within the group have extensive experience in the identification, analysis, and resolution of legal issues arising in all phases of employment relationships, including:
- Employment counseling and litigation;
- Executive compensation, employee benefits, and global equity services; and,
- Business immigration and international executive transfers.
The U.S. CELPG is the domestic arm of Baker & McKenzie's Global Labour, Employment & Employee Benefits Practice Group, which consists of more than 300 attorneys handling labor, employment, equity compensation and benefits, and immigration matters from 62 offices in 35 countries. At home and abroad, the CELPG represents a diverse group of clients, ranging from multinational Fortune 500 corporations to medium and small employers.
As part of one of the largest law firms in the world, the U.S. Compensation & Employment Law Practice Group has an international network that enables its attorneys to provide you with an unparalleled level of representation as you strive to succeed in today's global economy.
Defense And Prosecution Of Employment-Related Litigation
Several members of the U.S. Compensation & Employment Law Practice Group specialize in the defense of employers and management in all types of employee-initiated lawsuits, as well as the prosecution of claims on behalf of companies against former employees.
The litigation experience of these practitioners is extensive. Their trial and appellate experience includes representation of employers in litigation involving state and federal employment discrimination laws, sexual harassment, employee loyalty, wrongful discharge, individual employment contracts, and work-related tort claims. Their cases have involved federal and state court lawsuits, as well as administrative proceedings before the U.S. Equal Employment Opportunity Commission and various state human rights and civil rights agencies.
Members of the U.S. Compensation & Employment Law Practice Group have also defended employers in arbitrations and grievance hearings, and in other alternative dispute resolution proceedings. They have handled the defense of a myriad of common law claims, including breach of contract, intentional infliction of emotional distress, wrongful and retaliatory discharge, "whistle-blower" actions, defamation, invasion of privacy, and negligent retention of employees. Furthermore, Baker & McKenzie's employment law litigators have prosecuted a wide variety of cases on behalf of employers, including claims of unfair competition, pirating of trade secrets, protection of intellectual property, employee disloyalty, and breach of restrictive covenants.
Employment Law Counseling
Members of the U.S. Compensation & Employment Law Practice Group are dedicated to helping companies become more proactive in employment law-related matters - preventing legal issues before they arise.
Attorneys within the group provide counseling to businesses throughout the United States on a wide variety of labor, employment, and employee benefits issues, including compliance with all aspects of federal and state employment laws and regulations.
In addition, attorneys assist clients in developing and drafting affirmative action plans, employee handbooks, executive termination agreements, employee benefits plans, personnel policies, alternative dispute resolution mechanisms, worker evaluation systems, early retirement programs, restrictive covenants, employment contracts, and employee drug and alcohol testing programs.
Members of the group have also assisted clients in conducting employment law audits, plant closings, mass layoffs, reductions in force, internal corporate investigations of sexual harassment and discrimination claims, and due diligence reviews of employment law liabilities in corporate acquisitions.
Counseling advice has also focused on wage and hour issues, employee privacy rights, employment-related tax issues, family and medical leave matters, unionizing efforts, terminations, leave of absence policies, workers' compensation, safeguarding trade secrets and intellectual property, insurance coverage for employment law claims, and alternative dispute resolution mechanisms for resolving employee grievances and legal claims.
EPL Experience
Baker & McKenzie is a pioneer in handling Employment Practices Liability ("EPL") litigation. Members of the Firm's U.S. Compensation & Employment Law Practice Group helped draft the first EPL policy in the insurance industry, and since that time have served as primary defense counsel to the largest EPL carriers throughout the United States. The litigation experience of these practitioners includes the defense of various types of professional service organizations including law firms, accounting firms, brokerage houses, and insurance brokers.
Executive Compensation And Employee Benefits Practice
As a subgroup of the U.S. CELPG, the Executive Compensation and Employee Benefits ("ECEB") practice consists of attorneys who work with employers in the United States and abroad to design, implement, and administer all types of employee benefits and executive compensation programs. These attorneys provide a wide range of services to employers for operations in the United States as well as abroad.
Services cover:
- qualification, deduction, and tax issues;
- fiduciary matters, including responsibilities and liabilities, retirement plan investments, and how to avoid prohibited transactions;
- the design and implementation of nonqualified deferred compensation and equity compensation plans;
- welfare benefit programs, such as cafeteria plans and issues arising under COBRA;
- potential employee benefits issues arising in corporate mergers, acquisitions, reorganizations, and other business transactions; and
- tax, compensation, benefits, employment, and other issues and solutions attendant to the transfer of executives and other personnel across borders.
ECEB attorneys draft all manner of tax-qualified retirement plans, including 401(k) plans and ESOPs, and address operational and fiduciary issues as they arise under such plans, including amendments for tax reform changes and new regulations under the Internal Revenue Code and ERISA. The attorneys also provide advice regarding the complex nondiscrimination testing of such plans and work closely with actuaries with respect to funding issues and matters involving the Pension Benefit Guaranty Corporation.
ECEB attorneys draft all types of supplemental pension, SERP, change in control and other nonqualified deferred compensation plans, including plans funded through rabbi trusts, secular trusts, and offshore trusts. They design and draft equity compensation plans for clients and advise on the tax and accounting issues related to the establishment of such plans, particularly for start-up and high-tech companies.
ECEB attorneys have extensive experience in the complex transitional issues arising in corporate transactions, such as mergers and acquisitions, including the division of employee benefit liabilities, the assumption and transfer of employee benefit plan assets, and the negotiation of plan liability provisions in deal documents and corporate financing agreements. They also advise clients with respect to the design and operation of early retirement incentives in connection with reductions in force, and withdrawals or partial withdrawals from multi-employer pension plans.
The ECEB attorneys also have particular expertise in the audit of client employee benefit plans and can recommend changes and advise with respect to voluntary compliance programs to avoid potential liabilities to the Internal Revenue Service or U.S. Department of Labor.
ECEB attorneys also advise multinational employers on the tax, social security, employee benefits, employment law, and other legal issues related to the transfer of executives abroad and the hiring of foreign nationals in the United States. Our attorneys advise employers on the most tax-effective compensation and payroll procedures and employment structures for their global executives and draft expatriate policies and manuals to implement a best practices approach for both the employer and the executive. ECEB attorneys advise employers on tax minimization strategies and tax compliance related to cross-border distributions from retirement plans. They also advise executives and other high-net worth individuals regarding the reduction of global estate, gift, and inheritance taxes.
Global Equity Services
Attorneys in the Global Equity Services ("GES") practice group of Baker & McKenzie work primarily with U. S. multinational employers to design, implement and maintain equity-based compensation programs, including stock option and stock purchase plans for their employees, consultants and directors. We provide advice regarding the U.S. and non-U.S. tax, securities, labor, exchange control, data privacy and other legal requirements. We design equity-based compensation programs to take into account a client's overall international tax structure and its accounting requirements. We also offer sophisticated and experienced perspectives to achieve option re-pricing, and to preserve the equity incentives in transactions such as spin-offs, mergers, and acquisitions. In addition to legal services, we also provide project management services and draft employee communications materials. To complement our equity-based compensation services, we provide guidance in connection with global and domestic benefit plans to rationalize fiduciary decisions, compare benefit programs, and attain compliance.
Strategic Tax Planning for Equity and Benefit Plans
Attorneys in the GES practice assist clients in a wide range of domestic and international strategic tax planning issues related to equity and benefit plans. Baker & McKenzie is at the forefront in developing tax structuring strategies that minimize tax liability and enhance shareholder value. In addition to determining whether the equity-based plans are deductible, we consider international tax planning, social security minimization, transfer pricing, foreign tax credit issues and cost sharing arrangements. We coordinate our efforts with internal tax and financial departments to provide advice tailored to the specific needs of each client. In addition, GES attorneys can anticipate and minimize adverse accounting effects. We will assess a client's overall business plan in relation to its tax position and its equity plans to ensure a consistent and defensible approach that reduces worldwide tax burdens and achieves its strategic objectives.
Compliance and Administration
GES prides itself on its ability to provide tailored advice to address the specific needs of each client. GES attorneys leverage Baker & McKenzie's global network of offices and affiliates to provide clients with advice that is both current and comprehensive. We assist clients with all aspects of the process from design, to implementation and administration of equity plans. To date, we have advised clients on implementation issues in over 100 countries. By working closely with local counsel, we can offer detailed advice on the local tax effects for the entity (as well as the employee), securities registration requirements or applicable exemptions, labor law constraints, exchange control requirements, data privacy obligations, and the enforceability of both electronic agreements and electronic delivery of documents. We can evaluate the validity of beneficiary designations, assess the tax effects on employees transferring across borders, and analyze the accounting impact of certain design features. We routinely prepare country-specific tax and securities rulings, prospectus requirements, employee communications and translations. In short, we provide a one-stop shop for all of our clients' equity-based programs regardless of which countries, or how many jurisdictions, are involved.
Data Privacy
Baker & McKenzie's international presence situates us in a strategic position to advise on international data privacy issues. Due to the implementation of the European Union Directive and the increasing concern with data privacy worldwide, we devote a significant amount of time working with multinational companies to assist them with compliance with data privacy laws on a global basis. The advice that we provide is instrumental in helping companies assess their risk with respect to compiling personal data and transferring it to other entities in other countries, particularly to countries the European Commission does not believe have adequate safeguards for the protection of data, such as in the U.S. GES attorneys work closely with our local offices to prepare data privacy filings in conjunction with equity incentive plans and general employee personnel data basis. In addition, we provide clients with updates on changes in data privacy laws in foreign countries and the U.S. on a timely basis to ensure that clients are aware of such changes and can take the appropriate action to comply with the current laws or with safe harbor alternatives.
Domestic Plans for Non-US Companies
GES attorneys have expertise in the area of U.S. employee benefits and comprehensive understanding of the legal framework regulating both broad-based employee retirement and welfare plans and executive-only compensation strategies. This multidisciplinary practice involves the federal tax code and securities laws, ERISA and, where relevant, state law requirements. As a direct result of our representation of U.S. employers and their broad-based employee benefit plans and executive-only programs, we are able to advise non-U.S. companies regarding the appropriate programs to offer their employees in the U.S. when they commence in-bound business operations. Our familiarity with both U.S. and international employee benefit plan designs allows us to integrate employee benefit programs to provide a consistent program design, where that is a goal. Moreover, our experience with non-U.S. benefits provides us with a sensitivity to cultural differences in the types of benefits that are offered, as well as the level of benefits that are provided. In addition, we can suggest and evaluate tax minimization strategies and tax compliance issues to accommodate the desire of the company and to satisfy the needs of employees transferred across borders.
Global Employment and Practice Affiliations
The GES practice is a part of Baker & McKenzie's Global Labor, Employment and Employee Benefits Practice Group. This group includes attorneys from Baker & McKenzie offices worldwide who advise clients on a wide range of matters including employment counseling, employment and labor litigation, executive compensation, employee benefits, business immigration and executive transfers. Baker & McKenzie has a large and well-established U.S. and international employment, labor and benefits practice to assist clients with all aspects of their domestic and international operations. Baker & McKenzie provides cutting edge advice affecting clients' worldwide workforces and clients in complex multi-jurisdictional employment litigation. Attorneys at Baker & McKenzie also provide guidance to governmental agencies regarding the implementation and interpretation of new legislation affecting many areas of the law, including tax, securities, labor and employment.
Employee Transfer
GES attorneys advise employers on the issues arising from employee transfers. We advise clients on the tax implications (both corporate and individual), design compensation packages to neutralize tax effects if that is desirable, and assist the client in satisfying its tax reporting and withholding obligations. Although the analysis for employee transfer issues is very fact specific, our ability to draw on the network of Baker & McKenzie offices worldwide permits us to offer timely and pragmatic analyses.
Clear, Effective and Practical Advice
We realize that working in the area of equity programs can be a challenging task with many intricate laws and cultural differences on both a domestic and international basis. Therefore, we provide advice on a very practical level for stock plan administrators who must address these issues on a day-to-day basis.
Clients and Seminars
GES represents a wide array of multinational companies across all industries and sectors. Our current client list includes over 150 such companies. We can provide you with a list of representative clients upon request.
GES Attorneys are frequent speakers at many seminars and conferences across the country. In addition, GES attorneys have authored numerous articles and other publications that address equity incentive plans and related topics. We can provide you with a list of upcoming speeches and copies of recent articles upon
Business Immigration And Executive Transfers
Attorneys in the Business Immigration and International Executive Transfer practice primarily represent multinational companies in the global movement of executive, technical, and professional staff. From immigration and employment laws, to expatriate benefits and tax planning, these practitioners provide the legal services to facilitate expatriate assignments and inbound transfers.
Experienced in moving personnel across international borders, these attorneys advise clients on the most appropriate method of transfer, expatriate agreements, governing laws, tax (both corporate and individual), employee benefits, visa, payroll, and other administrative issues that commonly arise with respect to international transfers. They also assist in developing a foreign assignment strategy that conforms to legal requirements and business demands.
Members of the Business Immigration and Executive Transfer practice assist employers on the full range of employment-based visas that authorize foreign executives and professionals to accept assignments in North America and around the world. Their work includes counseling on nonimmigrant visas for short-term business travel, long-term assignments, and permanent immigrant visa processing. They also assist companies to develop programs that streamline a high volume of transfers to the United States, Canada, and Mexico, and the structuring of blanket intra-company transfer programs.
Additionally, these attorneys advise clients on compliance with the employer sanctions and anti-discrimination provisions of the immigration laws. They also regularly represent clients' interests before legislative bodies, including administrative agencies, with a particular expertise in treaty issues impacting business immigration such as NAFTA, the GATT, and investment treaties.
The immigration attorneys also are experienced in conducting audits to ensure that all employees are legally entitled to work in the country and that personnel files contain all required documentation, and will assist companies in preparing and conducting staff training sessions on the immigration regulations applicable in different jurisdictions, as well as on the practical considerations involved in moving personnel around the world.
The attorneys will also assist clients in drafting a broad-range of written materials - from brief information sheets to be given to business travelers, to foreign assignment policies and agreements, to full manuals to be used by human resource managers and corporate counsel handling multiple jurisdiction personnel transfers.
Streamlined Communications
The U.S. CELPG strives to assist clients in staying "ahead of the curve" in the rapidly changing field of employment and labor laws. To that end, practice group members have instituted streamlined communications with clients to ensure that you have the most up-to-date information on any labor and employment law developments.
- The practice group regularly distributes two timely publications to clients, including The Global Employer, published three times a year, which provides cutting edge labor and employment law developments throughout the world; and the International Executive Transfer Update, published bimonthly, which provides recent news on issues impacting upon the international transfer of personnel. It also contributes to other global publications produced and offered to clients by the Global Labour, Employment & Employee Benefits Practice Group.
- Baker & McKenzie has a state-of-the-art electronic communications system called BakerWeb which enables clients to have secure and instantaneous communications to all lawyers of the firm throughout its network of 62 offices in 35 different jurisdictions. Many of the clients for whom the U.S. CELPG provides national representation have derived considerable efficiencies through a "hook up" to BakerWeb.
- Baker & McKenzie has also developed secured, encrypted extranets for global clients, which provide contacts from around the world with instant access to information on their various cases, projects, and programs with Baker & McKenzie, as well as to a library of legal guides and publications.
- Baker & McKenzie's proprietary case management system, accessible to clients of the Business Immigration and Executive Transfer attorneys, allows clients to track case status, expiration dates for employment authorization, visa validity, authorized stay, and government filings right at their fingertips.
- The U.S. CELPG has a dedicated home page on Baker & McKenzie's external web site, which provides links to relevant articles and publications, attorney biographies, relevant legislation, research sites, and more.
- The U.S. CELPG also has a comprehensive intranet system with its own home page dedicated to its practice, providing its attorneys with a host of materials that enable them to communicate and practice more effectively and efficiently for the benefit of our clients.
- Client seminars and training programs are offered on a regular basis to inform management, corporate counsel, and human resource executives on trends and developments on labor and employment issues in countries where you do business.