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Spotlight

    Executive Compensation & Benefits

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    Pillsbury is at the forefront of national and international benefits practice. We can advise you on a wide variety of pension, profit-sharing, welfare and other employee benefits matters.

    Pillsbury’s Executive Compensation and Benefits practice provides experienced counsel to help private, governmental and tax-exempt employers , fiduciaries and other third party providers manage executive compensation packages, pension and benefit plans and equity programs as they navigate the complexities of federal tax, ERISA, securities and labor laws and regulations.

    Our clients include U.S. and multinational corporations, partnerships and governmental entities, tax-exempt organizations, trustees, investment managers and executives who all look to us for advice on:

    • Design, implementation and compliance of qualified pension and profit-sharing plans, health and welfare plans
    • Fiduciary matters and the tax and ERISA implications of proposed investments
    • Tax and securities law implications of deferred compensation plans, including the implementation of stock-based compensation arrangements and 409A issues
    • Employee benefits and executive compensation in corporate mergers, spinoffs and other change in control situations
    • Advice to public boards of directors and compensation committees
    • Employment agreements, rabbi trusts and severance arrangements
    • Regulatory affairs and issues arising with the IRS, DOL, SEC, and PBGC. We also regularly meet and consul with the staff of these agencies through our involvement in, and leadership of, various professional associations
    • Plan asset issues arising from the investment of plan assets
    • Employee communications such as summary plan descriptions, prospectuses, enrollment forms and other written materials

    Executive Compensation
    We can counsel you on the tax implications of various funded and unfunded deferred compensation plans and on the implementation of stock-based compensation arrangements. Where securities laws must be considered, we can offer you advice regarding pertinent federal and state disclosure, registration and compliance requirements. We will also advise you on the “golden parachute” consequences and IRC million-dollar limitation on executive compensation arrangements. Recent activities include:

    • Advising large publicly held companies on stock option, restricted stock and other equity-based plans with respect to tax and securities law implications
    • Advising multinational companies on the implementation of global stock plans
    • Advising emerging market companies on stock option plans and other equity arrangements

    Qualified Plans
    The implementation and compliance of qualified plans has become more difficult and complicated since regulation by the Internal Revenue Service and the Department of Labor has increased. We can counsel you on various aspects of plan implementation and draft qualified pension and profit-sharing documents while addressing related Internal Revenue Service submissions. Our lawyers can advise you on fiduciary matters as well as the tax and ERISA implications of proposed investments. Recent assignments in the qualified plan area include:

    • Drafting complex single-employer pension and profit-sharing plans and securing favorable determination letters
    • Preparing Department of Labor advisory opinion requests and prohibited transactions exemptions
    • Advising on the impact of recently proposed IRS regulations on pension and profit-sharing plan design
    • Creating master trusts and other vehicles to promote offshore investment by pension plans

    Corporate/Cross-Border Transactions
    Due to the complexity of laws governing employee benefit plans and the rising costs of maintaining such plans, we have increasingly participated in structuring, negotiating and implementing acquisitions, sales and financings. In addition, we work closely with you on leveraged management buyouts, acquisitions and going-private transactions. We have advised clients on employee-benefit issues regarding multibillion-dollar utility company mergers, the purchase of operating subsidiaries for U.S. and multinational companies and the creation of joint ventures.

    • Company mergers, outsourcings and other transactions
    • Purchase of operating subsidiaries
    • Creation of joint ventures
    • Divestment of world-wide businesses

    Health and Other Welfare and Fringe Benefit Programs
    We advise on all aspects of welfare benefit programs, including health plans, wrap plans, cafeteria plans, flexible spending accounts, HRAs and HSAs. Recent assignments in the welfare program area include:

    • Advising on the impact of the Patient Protect and Affordable Care Act ("health care reform"), both immediately and with a long-term focus, including updating clients on new regulations as they become available
    • Drafting complex wrap plan documents addressing recent changes in the laws
    • Drafting and reviewing annual notices and employee communications under Medicare Part D, Michelle's Law, COBRA, HITECH, HIPAA, Mental Health Parity Act, the cafeteria plan regulations and other, recent legislation
    • Advising clients on the compliance aspects of HIPAA, COBRA, ERISA and the Code
    • Analysis of retiree health program considerations, including freezing and amending such plans
    • Analysis of fringe benefit programs, including the impact of GINA on wellness programs

    International Benefit and Global Stock Plans
    Employers have begun to address the need for provisions of employee benefits worldwide since trade and other business transactions are continually expanding into the global marketplace. At Pillsbury, we have helped clients successfully implement these international plans for domestic and international clients. In addition, we have organized international pension groups.

    Government Plans
    We advise on tax qualified and nonqualified governmental non-ERISA plans as well as welfare plans for non-ERISA entities. We can counsel you not only on compliance issues, but also on fiduciary and administrative matters. We advise clients on government non-ERISA plan issues regarding:

    • Qualification of defined benefit and 401(k) plans under the Internal Revenue Code
    • Fiduciary and administrative issues arising under government plans
    • Establishment and compliance of 457 plans for governmental entities
    • Review and advise on employee communications materials

    Litigation
    ERISA actions, both benefits and fiduciary violations, have steadily increased since the pension law was passed in 1974. Our lawyers have addressed some of the most important issues arising under ERISA, such as:

    • Fiduciary violations concerning purchase or sale of employer securities in the midst of a hostile tender offer or proxy fight
    • Competing claims for death benefits under qualified plans
    • Fiduciary issues arising out of delayed or incorrect investment of pension assets

    Other Types of Work
    We can advise you on various welfare benefit issues, including funding of retiree health benefits, new wellness program requirements, implementation of cafeteria plans, COBRA and dependent care issues. We also represent clients in administrative proceedings before the Internal Revenue Service, the Department of Labor and the Pension Benefit Guaranty Corporation. Our clients look to us for representation in administrative procedures before the IRS, DOL, PBGC and SEC. We have acted on behalf of corporate clients and trade organizations in legislative affairs and counseled legislative and regulatory staff on technical and policy issues.


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