ESOPs and Benefits Counseling
Phil represents selling shareholders, employers, trustees, third-party administrators and fiduciary ESOP committees regarding the structure, installation and administration of ESOPs, and counsels on the governance, sale and acquisition of ESOP-owned companies.
Phil also advises on executive and incentive arrangements, including deferred compensation, stock option, retention and severance plans.
During transactions, Phil advises on:
- ESOP stock-purchase transactions (both initial and later-stage), and transactions involving the acquisition, sale, merger and restructuring of ESOP-owned companies
- Issues related to employee benefits plans in merger and acquisition transactions, including the assumption, termination, spin-off or adoption of, the conversion of company stock investments in a plan, change-in-control agreements and the allocation of liability (including withdrawal liability)
- Designing corporate transactions to comply with ERISA's sale-of-assets exemption to withdrawal liability
- Managing transactions for the acquisition, sale and closure of businesses dedicated to providing trustee and administrative services to employee benefit plans
Litigation, Government Investigations & Benefits-Related Disputes
Phil represents clients in benefits-related disputes involving both individual plaintiffs and class actions, including:
- Claims for benefits of all types (such as short- and long-term disability, medical, life, severance and pension)
- Claims for breach of fiduciary duty
- Claims for benefits-based discrimination (ERISA § 510 claims)
- Claims for equitable relief by or against plans and fiduciaries
- ERISA pre-emption
- Discovery disputes (including those based on ERISA's fiduciary-exception to the attorney-client privilege)
- The alienation of pension benefits
- The qualified status of domestic relations orders
- Claims by multiemployer plans for delinquent contributions and withdrawal liability (in arbitration and litigation)
- Claims under ERISA for attorneys' fees and costs
- ESOP litigation
Phil represents employers before the Internal Revenue Service and Department of Labor in both investigations (such as investigations of ESOP transactions or other qualified retirement plans) and compliance initiatives (such as filings under the IRS' EPCRS program and the DOL's VFCP and DFVCP programs).