Executive Compensation And Employee Benefits
As a subgroup of the 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: (1) qualification, deduction, and tax issues; (2) fiduciary matters, including responsibilities and liabilities, retirement plan investments, and how to avoid prohibited transactions; (3) the design and implementation of nonqualified deferred compensation and equity compensation plans; (4) welfare benefit programs, such as cafeteria plans and issues arising under COBRA; (5) potential employee benefits issues arising in corporate mergers, acquisitions, reorganizations, and other business transactions; and (6) 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 ESOP’s, 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.
ECEB attorneys also have particular expertise in the audit of 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.