Executive Compensation & ERISA
You put your business in their hands. They put their future in yours. No wonder the rules are complicated.
Brown Rudnick’s ERISA & Executive Compensation Practice Group advises clients – including public companies, private companies, tax-exempt organizations, compensation committees, boards of directors or trustees, private equity and venture capital funds, executives, employees and independent contractors, creditors' committees for companies in bankruptcy, investment and administrative committees for 403(b), 401(k) and other qualified retirement plans and governmental entities – on the many issues they face in structuring compensation and benefits arrangements, complying with legal applicable requirements and of course, achieving their business objectives. Our approach is decidedly client-centric and practical.
We have substantial experience with retirement plans (both qualified and non-qualified), as well as health and welfare benefit arrangements. We help advise on, and develop compensation and benefit plans and programs in connection with corporate transactions, including mergers and acquisitions for both publicly traded and privately held businesses.
Typical matters on which we work include the drafting of stock option, restricted stock, partnership interest and other equity or equity-based compensation plans, the structuring and negotiation of executive employment, severance, change in control and bonus agreements and arrangements, mitigation strategies with respect to multiemployer pension plan withdrawal liability, compliance with federal securities laws applicable to public companies, including the SEC’s proxy rules and the Dodd-Frank Act, and counseling with respect to best practices for discharging fiduciary duties under ERISA and, in the case of corporate directors, applicable state law with respect to executive and equity compensation and bonuses.
We advise on matters including:
ERISA Retirement Plans
- Assist companies in implementing and advising all types of defined contribution and defined benefit plans, with services including:
- Assist fiduciaries regarding responsibilities under ERISA and appropriate conduct
- For plans where employees self-direct investments, Brown Rudnick helps establish ERISA Section 404(c) procedures in order that fiduciaries not be threatened with liability for imprudent decision-making by participants
• plan design
• plan drafting
• IRS qualification
• due diligence review
• correcting operational and document failures
• ERISA fiduciary compliance and review
• retirement plan platform providers and investment advisers (including negotiation of services and fee agreements)
• pension “de-risking” strategies
• employee communications
• consultation on administrative procedures
• advising with respect to IRS and DOL audits and investigations
Executive Compensation
- Represent compensation committees with respect to the negotiation and design of executive employment agreements, severance agreements, change of control agreements and equity incentive plans
- Skilled in servicing the needs of tax-exempt clients, including complying with the IRS’ intermediate sanctions regime and special tax rules under Sections 457 and 4960 of the Code
- Significant experience in issues arising under Sections 83(b), 162(m), 280G, 409A, 457, 4960 of the Code
- Assist clients with the design and documentation of executive compensation benefit plans and arrangements
- Provide advice on tax treatment and design of deferred compensation arrangements with "rabbi" trusts, Section 401(k) "excess" plans, SERPs, Code Section 457 arrangements, and other arrangements, including “top hat” plans exempt from most requirements of ERISA
- Advise both employers and employees on tax issues arising from golden parachute and deferred compensation rules under Section 409A
- Significant experience in federal securities issues arising under the SEC’s proxy statement, Sarbanes-Oxley and Dodd-Frank rules applicable to executive and equity compensation
