Our attorneys work with employers in the design, implementation and funding of all types of compensation arrangements, from inception through liquidity, drawing on our significant tax and securities expertise to deliver innovative solutions. Our team structures equity incentive programs, including incentive and nonqualified stock option plans, restricted stock, restricted stock units, phantom equity, pass through entity profits interests, section 83(b) elections, and stock appreciation rights. We also craft deferred compensation agreements and plans, supplemental executive retirement programs (SERPS), bonus plans, split dollar agreements, and change of control and severance agreements. We assist with complex Section 409A compliance, golden parachute planning, incentive compensation, and executive insurance programs such as corporate-owned life insurance (COLI) and bank-owned life insurance (BOLI) programs.
We help clients navigate the challenges and opportunities presented by the increasingly complex regulatory environment that governs retirement plans under ERISA and the Internal Revenue Code. Our team provides expert and pragmatic guidance on retirement plan design, governance and administration to a wide range of clients, including employers, trustees, administrators, service providers and other fiduciaries. In addition to counselling clients on day-to-day plan administration, we conduct tax qualification compliance reviews and provide fiduciary and tax training to clients. We represent Taft-Harley trusts and provide employer advice related to these union based multiemployer plans, including assisting with contract negotiations, conflict resolution, and withdrawal liability issues. We also have extensive experience guiding clients through IRS and DOL correction programs, audits, plan terminations, PBGC oversight, and dispute resolution.
Health and Welfare Plans
Our team has deep expertise advising clients on the complex and ever-changing requirements applicable to health and welfare plans. We advise employers, trustees, administrators and other fiduciaries on all aspects of health and welfare plan design and administration under federal, state, and local law including ERISA, tax exemptions and compliance, the Affordable Care Act, COBRA and CalCOBRA continuation coverage, privacy and security of medical information and genetic information (HIPAA and GINA), nondiscrimination requirements (HIPAA and the Internal Revenue Code), mental health parity, state insurance and managed care laws, integration with state based plans such as State Disability Insurance, and local requirements such as the San Francisco Health Care Security Ordinance. We also counsel and represent clients with respect to individual account plans, reimbursement arrangements, fringe benefits, retiree health benefits, vendor negotiations, claim disputes, and governmental audits, investigation, examinations, penalties, and filings with the Internal Revenue Service, the Department of Labor, and the Department of Health and Human Services.
We regularly advise governmental plans and sponsors on many of the most important legal issues they face today, and understand the unique regulatory and public affairs challenges faced by governmental plans. We represent large and small public employee retirement systems on a variety of tax matters, including plan qualification, IRS correction programs, negotiating and collaborating with the IRS and Treasury Department on pending regulations and guidance, obtaining favorable tax determination letters and letter rulings, and compliant reporting and withholding practices.
We also have substantial experience providing fiduciary advice to public pension funds and their boards, and understand the unique regulatory and public affairs challenges they face.
We work closely with our firm’s corporate attorneys to provide pragmatic solutions in M&A, private equity and venture capital transactions. Our multi-disciplinary expertise, and years of transactional experience, enable us to provide the highest quality transactional support—from due diligence through closing and beyond—that is both efficient and cost-effective.