Employee Benefits and Executive Compensation

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Overview

Our Clients

Katten's Employee Benefits and Executive Compensation practice serves employee benefit plans of private, nonprofit and public sector employers ranging from publicly traded multinationals to family-owned businesses and start-ups. We provide counsel to fiduciaries and administrators of these plans, and to service providers to employee benefit plans such as asset managers and trustees.

Our Services

Employers seek to attract and retain talent, and an important part of that effort is designing and delivering employee benefits to an increasingly diverse, aging and mobile workforce. Katten's employer clients and their service providers operate in an environment characterized by complex laws and regulations, rising health care costs, bottom-line pressures to control costs, and an increasing volume of litigation over employee benefit plans. Our Employee Benefits and Executive Compensation team helps clients achieve the best solutions in this challenging environment.

We advise clients on compliance, risk management, litigation, executive pay, transactional issues involving employee benefit plans, and governmental audits, investigations and enforcement actions involving plans. Clients come to us for our experience and skills in numerous areas, including the impact of corporate transactions on employee benefit programs, the design and implementation of plans (including cash-balance and age-weighted plans, and plans that invest in employer securities), fiduciary matters under the Employee Retirement Income Security Act (ERISA), retiree medical and health reimbursement accounts, managed care and other service provider contracting, handling benefit plan changes in business reorganizations, and use of alternative investments (including hedge funds and real estate) by retirement plans.

Experience
  • Provision of advice and counsel to a client with respect to a DOL audit of leveraged employee stock ownership established prior to its initial public offering in mid-1990s. DOL alleged certain violations of its rules for leveraged ESOP loans, and the company responded with proposed corrections and retention of independent ESOP fiduciary. The matter was resolved without penalties or excise taxes.
  • Representation of the ESOP trustee that purchased 100 percent of the outstanding stock of a large footwear company, the partner of an international shoe designer and distributor.
  • Provision of advice to an ESOP trustee on the merger and in connection with obtaining a prohibited transaction exemption with respect to considerations received in merger of the company with a large energy company.
  • Provision of advice and counsel to sponsor an ESOP in an audit/investigation by the DOL. The company is a large, 100 percent employee-owned company in San Francisco with a long history of employee ownership and best practices in corporate governance.
  • Representation of the ESOP trustee in the purchase of employer securities in a newly formed ESOP of a global engineering, architectural and construction firm. This transaction resulted in hundreds of new employee owners. We assisted the trustee representing the company's employees in a variety of unique issues resulting from the ESOP's ownership of company stock, including, for example, (1) the trustee's fiduciary duties with respect to the exempt loan provisions of ERISA, fair market value rules and management compensation and (2) securing proper indemnities.
  • Assistance to a large health care company with a variety of issues related to ERISA plan compliance, governance and risk mitigation, and with benefit program disclosures to participants.
  • Representation of the former senior executive vice president of a financial services company in separation and employment agreements to become CEO of another company.
  • Representation of a large health care institution in a 10-year controversy with the IRS over the qualification of retirement plans.
  • Representation of the internal entity managing one of the largest US private sector pension trusts in all legal issues involving its investment program. Advise the named fiduciary in connection with the negotiation of the pension trust's investments in hedge funds, private equity and real estate funds, futures and derivatives, and swaps investments involving financial, tax and ERISA issues.
  • Provision of advice to a multinational printing company on the funding of its retiree medical benefits trust and on related ERISA and employee benefits matters.
  • Representation of the VEBA trust for state government employees in connection with several projects related to tax and employee benefits compliance in regard to anticipated new legislation and regulations.
  • Counsel in connection with the design, drafting and implementation of a new omnibus equity compensation plan for a publicly traded company, including presenting it to shareholders and registering the underlying securities. The omnibus plan replaced a prior plan and added flexibility to the terms of equity awards and to the types of awards offered. The plan also permits awards to meet the performance-based exemption under Tax Code Section 162(m), which was not a feature of the superseded plan. This plan received a favorable recommendation from Institutional Shareholder Services (ISS).
  • Assistance to a client in connection with its initial public offering, including advising on issues relating to executive compensation and benefits, specifically the adoption of equity incentive and ESPPs, preparing for compliance with additional tax requirements such as Section 162(m), and stock exchange rules.
  • Representation of an institutional ESOP trustee in two separate transactions involving newly formed ESOPs—one company is a large liquor distribution company in New England and the other is the largest employer in its area. These transactions resulted in hundreds of new employee-owners.
  • Assistance to a fiduciary of ESOP in a $335 million sale of 100 percent of the stock of an employee-owned defense contractor to a private equity fund.
  • Provision of advice to the compensation committee of a Netherlands-based corporation in connection with the hire of key executives to defend against a hostile takeover.
  • Assistance to a local government transit agency in establishing a trust fund through which its medical benefits are now provided to the client's current (and future) retirees.
  • Assistance to the world's largest private-sector coal company with equity and executive compensation programs, including the amendment and restatement of the employment agreements for the company's management team to comply with significant tax law changes.
Firm News
Advisories
Newsletters
Events
January 20, 2017
ABA Tax Section 2017 Midyear Meeting
CLE Eligible | Orlando, Florida
September 30, 2016
2016 Joint Fall CLE Meeting
CLE Eligible | Boston, Massachusetts
May 5–7, 2016
January 27, 2016
May 22, 2014
November 7, 2013
August 14, 2013
June 13, 2013
April 25–27, 2012
February 28, 2012
Employee Benefits Roundtable: Fee and Expense Disclosure Requirements
January 31, 2012
January 16, 2012
October 11, 2011
Self-Funding Employee Health Benefit Plans | Elk Grove Village, Illinois
June 14–15, 2011
June 2, 2011
March 23, 2011
March 3, 2011
ESOP Panel Discussion | Chicago, Illinois
January 16, 2011
December 7, 2010
October 28, 2010
October 21, 2010
September 30, 2010
September 30, 2010
September 17, 2010
May 19–21, 2010
May 13, 2010
April 21–24, 2009
March 24-25, 2009
March 19, 2009
February 5, 2009
2009 Winter Conference | Lisle, Illinois
April 17, 2008
April 2–4, 2008
May 15–16, 2007
March 21–23, 2007
2007 Employee Ownership Conference | San Diego, California
November 9–10, 2006
April 26, 2006
February 23-24, 2006

Recognition

Litigation – ERISA (National), 2012–2017
Litigation – ERISA (Chicago), 2012–2017
Employee Benefits (ERISA) Law (Chicago), 2011–2017
Employee Benefits (ERISA) Law (National), 2012–2017
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Recognition

Litigation – ERISA (National), 2012–2017
Litigation – ERISA (Chicago), 2012–2017
Employee Benefits (ERISA) Law (Chicago), 2011–2017
Employee Benefits (ERISA) Law (National), 2012–2017

OUR CLIENTS SAY...

"The lawyers that I have worked with over these years have demonstrated not only a depth of knowledge, but provided exceptional counsel and guidance on complex and unique situations."

U.S. News – Best Lawyers® "Best Law Firms" 2016
(Employee Benefits (ERISA) Law)

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