Our team advises on a spectrum of employee benefits and executive compensation programs, including retirement and welfare programs, executive compensation, and associated legal and tax issues. We are particularly skilled in navigating clients through mergers, acquisitions and changes in control. With Kelley Drye, you work with a team that understands how benefits, qualified and non-qualified retirement plans, equity-based plans and other programs combine to create value for employees and build loyalty. You also benefit from our intricate knowledge of ERISA’s demands, and can count on our litigators in the event of government intervention into the way you administer your plans and execute your fiduciary duties.
We represent international clients and their U.S.-based affiliates on inbound and third-country matters, and represent U.S. clients on outbound matters. The firm’s international lawyers have extensive experience assisting highly-regulated companies in the development of their business in Europe, Asia, and the Middle East. We have counseled such companies on all aspects of the establishment and structuring of their U.S. and non-U.S. operations, including employee benefits and executive compensation matters.
Our Employee Benefits and Executive Compensation team supports clients in a broad array of business areas:
- ERISA Compliance–We advise in-house leaders and administrative and investment committees on their fiduciary responsibilities. We also handle 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 Retirement Benefits–We implement tax-qualified employee benefit programs such as 401(k) plans, defined benefit pension plans, profit-sharing plans, ESOPs and multi-employer and collectively bargained pension plans, among others. In addition, we advise clients on fiduciary issues involving the investment of plan assets.
- Non-Qualified Benefits–We design, implement and communicate to executives non-qualified programs including deferred compensation plans, supplemental executive retirement plans, incentive plans and perks. We also advise on compliance with Code section 409A and the use of rabbi trusts to secure benefits under non-qualified plans.
- Executive Compensation–We counsel senior executives regarding their employment agreements, and change in control and severance arrangements. Our team also helps business clients create incentive arrangements for top executives, including stock option and variable compensation plans.
- Change in Control Arrangements–We integrate multiple benefit and compensation plans for clients acquiring companies, 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 our team pioneered.
- Mergers and Acquisitions–We evaluate benefits and executive compensation programs of target companies and envisioning ways to effectively integrate diverse targets’ plans into clients’ plans. We counsel multinational employers on cross-border benefit and compensation issues.
- Trustee Issues–We draft and negotiate trust agreements for institutional trustees, and counsel them on compliance with fiduciary standards. We also represent pension trust funds regarding real estate deals, venture capital investments and securities transactions.
- Group Medical Plans and HIPAA–We assist our clients in designing, implementing and administering fully insured and self-insured medical programs, including Health Reimbursement Arrangements, Health Savings Accounts and Flexible Spending Account arrangements. We also advise our clients on COBRA, health care reform, and the portability and privacy aspects of HIPAA, as well as the various tax and ERISA implications of structuring and operating group medical, dental, vision and other health benefit programs. With respect to HIPAA, we advise covered entities and business associates on compliance with the many facets of the law and conduct training on HIPAA’s Privacy Rule, review business associate agreements, and analyze how to respond to possible breaches of protected health information.
- Employee Benefits–We guide our clients as they design and document severance programs and choose and modify group life insurance and disability benefit programs, and other welfare benefit plans. In addition, we assist clients with consulting and employment agreements, as well as income and estate tax planning relating to employee benefits for individuals.
- Church Plans–We assist churches and religiously affiliated clients in navigating the unique requirements applicable to non-ERISA church plans, including defined benefit pension plans, 403(b) programs, and medical plans. We counsel clients sponsoring church plans on all aspects of plan design, legal compliance, funding, participant communications, plan governance, and fiduciary considerations.