RETIREMENT PLANS

We have substantial experience in the design, drafting, and maintenance of qualified pension and profit sharing plans of all types, including ESOPs, 401(k) plans, and complex defined benefit plans, including cash balance and pension equity plans. We also assist clients in merger and acquisition transactions, including negotiating and drafting of the terms of defined benefit plan spin-offs and actuarial methods for determining the share of plan assets transferred to the spun-off plan, and the transfer of 401(k) plan assets.

We maintain "volume submitter" plans that have been pre-approved by the IRS. Such plans offer a variety of designs that will meet the needs of many clients. We deal directly with officials of the Department of Labor, IRS, Pension Benefit Guaranty Corporation, and other governmental entities. Such dealings are often informal, involving discussions of departmental or agency views on the applicability of laws and regulations to specific transactions, without disclosing the identity of our clients.

Defined Benefit Plans
We assist clients in designing and updating defined benefit plans, as well as in drafting plan documents and securing IRS approvals. Our documents are characterized by their relative succinctness and plain English. We look for shortcuts that comply with the complex pension rules, rather than drafting every detail of every rule into plan documents. We are also experienced in analyzing discrimination issues and the requirements for sophisticated compliance techniques, such as the separate lines of business rules.

Defined Contribution Plans
We are experienced in the design and drafting of all types of defined contribution plans, including 401(k) plans, profit sharing plans and employee stock ownership plans. We assist clients in complying with the complex discrimination laws applicable to qualified plans, including the application of the separate lines of business rules for testing compliance with plan coverage requirements.

We advise clients on correcting plan errors and are well-versed in the correction methods made available by the Internal Revenue Service and Department of Labor. We also have substantial experience in assisting clients with corporate transactions involving 401(k) plans and the due diligence activities relating to such plans. We assist clients in evaluating and selecting third-party administrators for their 401(k) plans and negotiating administrative services agreements.

Government and Tax Exempt Employer Plans
Plans maintained by governmental and other tax-exempt entities are subject to unique tax rules that have changed dramatically over the last few years. We have extensive experience with every category of such plans, including state government plans and plans of large tax-exempt health care systems. We have drafted numerous 403(b) plans, 457(b) plans and 457(f) plans, and advise clients on compliance issues affecting these plans.

Employee Stock Ownership Plans
We represent ESOPs of both large and small companies, including those used in leveraged buyouts. Our attorneys have represented owners of closely-held businesses who sold their shares to an ESOP to qualify for tax-free reinvestment of the proceeds of the sale, and we have represented management and other investors who used an ESOP as a tax advantaged method of acquiring a business. Services relating to employee stock ownership plans extend to designing and drafting leveraged ESOPs and profit sharing plans that invest in employer securities.

We team with our Tax attorneys to advise clients on tax issues such as the election of S corporation tax treatment by an ESOP company. We also work closely with the Firm's Corporate and Securities lawyers in ESOP transactions, particularly those with securities law issues.

Executive Compensation Plans
We are experienced in the design of executive compensation plans, including plans designed to meet the requirements for exemption from the $1 million deduction limit on performance-based compensation. We have designed and drafted numerous stock option, restricted stock, employee stock purchase, and other types of stock compensation plans. For public companies, we work with our Corporate and Securities practice area to ensure compliance with the securities laws.

We provide technical advice and drafting assistance for non-qualified plans providing benefits in excess of those under the clients' qualified plans due to limitations on benefits in the qualified plans. We assist clients in establishing Rabbi trusts for such plans, and in complying with the complex 409A rules.

The excise taxes imposed on executives who receive excess parachute payments, and the non-deductibility of such payments by the corporation making the payment, can significantly affect the costs of corporate acquisitions. We assist clients in analyzing the impact of such arrangements, as well as developing potential alternative arrangements that meet the regulatory requirements for exception from the golden parachute tax consequences. We also draft executive golden parachute agreements and assist with strategies to minimize any excise taxes.