Kelley Drye provides clients with comprehensive legal and counseling services that help them motivate talented employees, retain key executives and transition their workforces in times of change. The firm advises on a spectrum of employee benefits and executive compensation programs, including retirement and welfare programs, executive compensation, and associated legal and tax issues. Kelley Drye is particularly skilled in navigating clients through mergers, acquisitions and changes in control. With Kelley Drye, you work with team that understands how benefits, qualified and unqualified retirement plans, equity-based plans and other programs combine to create value for employees and to build loyalty. You also benefit from Kelley Drye's knowledge of ERISA's demands, and can count on our litigators in the event of government intervention into the way you administer your plan and execute your fiduciary duties.
Lawyers in the firm's Employee Benefits and Executive Compensation practice support clients in a broad array of business areas:
- ERISA Compliance – Advising in-house leaders and administrative and investment committees on their fiduciary responsibilities. The firm handles ERISA-related litigation in federal and state courts and administrative proceedings with the Department of Labor, Internal Revenue Service and Pension Benefit Guaranty Corporation.
- Qualified Benefits – Implementing tax-qualified employee benefit programs such as 401(k) plans, defined benefit pension plans, profit sharing plans and multi-employer and collectively bargained pension plans, among others. Advising clients on fiduciary issues involving the investment of plan assets.
- Non-Qualified Benefits – Designing, implementing and communicating to executives non-qualified programs including deferred compensation plans, supplemental executive retirement plans and incentive plans. Advising on rabbi trusts to secure benefits under non-qualified plans.
- Executive Compensation – Counseling senior executives regarding their employment agreements or severance arrangements. The firm also helps business clients create incentive arrangements for top executives, including stock option and variable compensation plans.
- Employee Stock Ownership Plans – Advising clients on highly complex Employee Stock Ownership Plan (ESOP) transactions and tailoring solutions to clients' unique issues. In one case, the firm helped a client who faced a significant issue with its leveraged ESOP: due to a substantial increase in the company's stock value and a reduced number of employees, the ESOP had substantially more assets than were needed to achieve the ESOP's original objective. Through a detailed planning process, Kelley Drye crafted an innovative solution that benefited the company and the employees.
- Change in Control Arrangements – Integrating multiple benefit and compensation plans for clients acquiring companies, with specific experience in using ESOPs in leveraged buyouts, implementing golden- and tin-parachute arrangements, and securing non-qualified benefits through trusts or annuities. Clients seek our help to protect surplus pension assets in hostile takeovers through such techniques as "pension parachutes," a concept Kelley Drye pioneered.
- Mergers and Acquisitions – Evaluating benefits and executive compensation programs of target companies and envisioning ways to effectively integrate diverse targets' plans into clients' plans. Counseling multinational employers on cross-border benefit and compensation issues.
- Trustee Issues – Drafting and negotiating trust agreements for institutional trustees, and counseling them on compliance with fiduciary standards. The firm also represents pension trust funds regarding real estate deals, venture capital investments and securities transactions.
- Employee Benefits – Guiding clients as they choose and modify group medical and life insurance programs, and other welfare benefit plans. The firm also assists clients with consulting and employment agreements, as well as income and estate tax planning relating to employee benefits for individuals.
Representative Experience
- Advised The Thomson Corporation on $14 billion merger with Reuters Group PLC (dual-listed company structure).
- Advised The Thomson Corporation on $7.78 billion sale of Thomson Learning.
- Advised New York Hospital on its merger with Columbia-Presbyterian Hospital.
- Advised Tailwind in acquisition and subsequent sale of Aircast.
- Advised Dictaphone in sale of company for $200 million.
- Advised Union Carbide Corporation in its merger with the Dow Chemical Company.
- Advised Six Flags, Inc. on the sale of multiple amusement parks.
- Advised an investment manager of North American and global real estate securities on the sale of the Company, including a substantial ESOP.
- Represented Standard Motor Products in $90 million public offering of convertible notes and $60 million public offering of common stock.
