Human Capital Solutions
<p>Pillsbury excels in offering comprehensive human capital solutions that enable businesses to strategically manage and optimize their workforce.</p>
<p>Our team delivers tailored guidance and innovative services across a wide spectrum of human capital needs, ensuring your organization is prepared to succeed in an evolving business landscape.</p>
<ul>
<li><strong>Employment, Compensation and Equity Arrangements</strong>
<ul>
<li>Advise large and small employers and investors on the design, documentation and implementation of competitive equity, synthetic equity and cash incentive compensation arrangements. Negotiate and draft executive employment agreements and restrictive covenant agreements, including non-competes and non-solicits.</li>
<li>Design, draft and advise on the implementation of equity and synthetic equity incentive arrangements (such as options, restricted stock, RSUs, profits interests and phantom equity), deferred compensation, short-term and long-term bonus and commission arrangements, and advise on the securities and tax law requirements, including the Rule 701 securities exemption, blue sky laws, Form S-8, and the tax requirements of Internal Revenue Code Sections 83, 409A and 280G, of such arrangements.</li>
<li>Negotiate and draft executive employment agreements and enforceable restrictive covenant agreements, including non-competes and non-solicits, including executives when joining or separating from companies and founders navigating their new roles at the acquiring entity and their separation therefrom.</li>
<li>Provide day-to-day-employment- and HR-related support, including drafting offer letters and proprietary information and invention assignment agreements, updating employee handbooks to reflect changes in law, counseling on legally compliant worker and wage and hour classification, and providing trainings.</li>
<li>Review and draft policies and procedures regarding employers’ and employees’ use of AI and social media in the workplace.</li>
<li>Advise on the design and implementation of privacy and cybersecurity frameworks across corporate operations, ensuring regulatory compliance, mitigating data breach risks, and enhancing organizational resilience through policy development, employee training, and incident response planning.</li>
</ul>
</li>
<li><strong>Corporate Transactions</strong>
<ul>
<li>Assist clients with all executive compensation, benefits and employment aspects of mergers, acquisitions, financings, initial public offerings and other complex corporate transactions (including cross-border transactions). Advise management teams on the treatment of pre-transaction employment and equity arrangements and represent and negotiate transaction bonuses and post-closing employment, equity and severance arrangements.</li>
<li>Negotiate and draft transaction documents, including definitive agreements, employment agreements, equity rollover agreements, option and other equity award cancellation and assumption agreements, and stay bonus plans and agreements, with respect to executive compensation, benefits- and employment-matters related mergers, asset sales, equity purchases and investment transactions.</li>
<li>Conduct comprehensive due diligence on compensation, benefits and employment-related matters in mergers, acquisitions and financings, including reviewing equity grant practices, and compliance with federal, state and local employment laws, and conduct risk assessments of potential liabilities.</li>
<li>Advise management teams in complex corporate transactions, including on the design of tax-free equity rollovers and transaction bonuses, and negotiate “sale of business” non-compete agreements, employment agreements and separation agreements.</li>
<li>Provide strategic counsel on and draft change in control and retention arrangements to ensure key talent remains engaged during and after the transaction, draft restrictive covenant agreements to protect the buyer’s investment, and draft severance arrangements and release agreements for departing executives and employees.</li>
<li>Advise on the impact of compensatory transaction-related payments, provide guidance on the structure and timing of such arrangements prior to a change in control, and conduct quantitative golden parachute tax analyses under Section 280G and draft any related shareholder approval vote documents in connection with a change in control.</li>
<li>Advise on the integration of workforces post-transaction, harmonizing compensation and benefits and managing cultural integration.</li>
</ul>
</li>
<li><strong>Employee Benefit and Fiduciary Counseling</strong>
<ul>
<li>Advise public, private, nonprofit and government employers on the design, documentation and implementation of retirement plan and health and welfare arrangements. Provide plan sponsors and plan fiduciaries. Provide fiduciary counseling and training to plan sponsors and fiduciaries.</li>
<li>Advise employers on the design, implementation and administration of health and welfare plans, retirement plans (401(k), pension, cash balance and nonqualified) and fringe benefit programs; counsel clients regarding compliance with applicable laws, including ERISA, the Internal Revenue Code, ACA, COBRA and HIPAA.</li>
<li>Provide strategic counsel to plan fiduciaries (e.g., administrators and committees) on ERISA fiduciary duties, governance best practices and investment oversight; assist with preparing and implementing fiduciary committee charters, monitoring service providers, managing fee disclosure compliance, and mitigating liability through fiduciary training, procedural documentation and prudent decision-making frameworks.</li>
</ul>
</li>
<li><strong>Payroll Tax</strong>
<ul>
<li>Analyze and advise employers on complex payroll tax issues and corrections.</li>
<li>Advise on payroll tax compliance and risk mitigation, including FICA, FUTA and state tax obligations tied to employee benefit plans and executive compensation.</li>
<li>Provide guidance on deferred compensation (Section 409A) planning for nonqualified deferred compensation arrangements and equity awards, tax treatment of fringe benefits, such as adoption and surrogacy benefits, withholding and reporting strategies, and M&A and restructuring due diligence.</li>
<li>Counsel on contingent workforce issues, employer identification numbers (EINs), shifting payroll tax liability, Section 530, Classification Settlement Program (CSP) and Voluntary Classification Settlement Program (VCSP) relief, excise tax withholdings in relation to executives’ golden parachute payments, and information-reporting issues involving pass-through entities.</li>
</ul>
</li>
<li><strong>Procurement and Sourcing Arrangements</strong>
<ul>
<li>Aid clients with the design and execution of effective staffing strategies that align with an employer’s business needs, negotiate retirement, health and welfare vendor agreements, and manage third-party staffing providers, all with an eye to cost efficiency.</li>
<li><strong> RFPs. </strong>Actively participate in the request for proposal process of retaining new vendors or confirming “best practices” with incumbent vendors, including in reviewing requests, providing responses to interim inquiries by candidates and assisting in evaluating responses.</li>
<li><strong>Third-Party Benefits Vendor Contracts.</strong> Negotiate agreements, amendments and renewals with a wide spectrum of benefits administrators and third-party recordkeepers to align employer’s service expectations with vendor’s service commitments and standards, as well as to mitigate risk through service level performance measures, appropriate indemnification and standards of performance.</li>
<li><strong>Human Capital Outsourcing.</strong> Advise on legal and tax implications of outsourcing HR functions, including benefits administration, COBRA services and retirement plan management.</li>
<li><strong>Employee Mobility and Global Sourcing.</strong> Structure vendor arrangements to support international assignments, global mobility programs and cross-border benefits delivery.</li>
<li><strong>Talent Acquisition and Staffing Agreements.</strong> Review and negotiate contingent employment, staffing agency and RPO (Recruitment Process Outsourcing) contracts to align with benefits obligations and employment classifications.</li>
<li><strong>Technology and Benefits Platforms.</strong> Support procurement of SaaS and tech platforms for benefits enrollment, data integration and employee engagement, with a focus on privacy, cybersecurity and compliance.</li>
</ul>
</li>
<li><strong>Audits, Internal Investigations and Preventative Guidance</strong>
<ul>
<li>Conduct investigations into workforce complaints, conduct worker classification, wage and hour, pay equity and I-9 compliance audits and implement proactive strategies to mitigate potential workforce and compliance issues, including providing training and drafting policies.</li>
<li>Perform mock audits of benefit programs to provide insights on areas of risk in advance of an audit.</li>
<li>Partner with clients to handle governmental audits of benefit programs at the local and national levels. Navigate complexities in responding to DOL and IRS inquiries regarding a host of compliance-related issues, including prohibited transactions, ERISA Title I compliance, late remittances, cybersecurity/privacy, missing participants, health care reform, mental health parity and claims administration.</li>
<li>Offer risk assessments to identify potential workforce issues and vulnerabilities.</li>
<li>Conduct internal investigations into allegations of misconduct, discrimination, harassment and other workplace issues.</li>
<li>Implement proactive strategies to mitigate potential workforce issues, including training programs, policy development and compliance audits.</li>
<li>Handle disputes arising from terminations, team moves, whistleblowing and trade-restraint matters, as well as investigations, including those involving the Office of Inspector General.</li>
<li>Conduct worker classification, wage and hour, pay equity and I-9 compliance audits, and provide strategic advice to mitigate risk based on same.</li>
<li>Provide guidance to ensure compliance with privacy regulations and requirements.</li>
<li>Asses legal compliance of employers’ use of AI in recruiting.</li>
</ul>
</li>
<li><strong>Litigation</strong>
<ul>
<li>Represent employers in single-plaintiff, multi-plaintiff and class action employment-related disputes, including discrimination, harassment, wage and hour claims, defamation, restrictive covenant and trade secret matters, before arbitrators, government agencies, and state and federal courts.</li>
<li>Represent clients in single-plaintiff, multi-plaintiff or class action employment-related disputes, including equal pay, discrimination, harassment, whistleblower, retaliation, wage and hour, restrictive covenant, trade secret and defamation claims, before state and federal courts, arbitrators and government agencies.</li>
<li>Develop litigation strategies that align with the client’s business objectives and minimize disruption to operations.</li>
<li>Provide counsel on dispute resolution options, including mediation and arbitration, representing clients in high-stakes litigation and arbitration matters.</li>
</ul>
</li>
<li><strong>Corporate Governance and Public Company Advisory</strong>
<ul>
<li>Counsel publicly traded companies on governance matters, shareholder proposals and engagement, executive and director compensation, and annual and periodic disclosure and reporting requirements.</li>
<li>Advise on governance matters, including board composition, committee structures and corporate policies, such as compensation recovery (or “clawback”) policies and stock ownership guidelines.</li>
<li>Assist with shareholder proposals and engagement, including proxy contests and annual meeting preparation.</li>
<li>Advise on executive and director compensation, including compliance with SEC regulations, drafting non-employee director compensation policies and executive severance and change in control plans, and providing guidance on market practice.</li>
<li>Ensure compliance with public company disclosure and reporting requirements, including “form checking” and drafting and updating annual shareholder proxy statements, Form 10-Ks, Form 8-Ks, Form S-8s and Form 4s.</li>
</ul>
</li>
<li><strong>DEI Compliance, Counseling and Defense</strong>
<ul>
<li>Assist clients in identifying and mitigating the many categories of risks related to DEI programs, design compliant DEI initiatives, and offer robust defense in response to investigations or legal claims.</li>
<li>Assist nonprofit, private, publicly traded and government contractor clients in identifying and mitigating the many categories of risks related to DEI programs, and design compliant DEI initiatives in the workplace.</li>
<li>Offer robust defense in response to investigations or legal claims related to DEI issues and provide training and counseling on DEI best practices and compliance requirements.</li>
<li>Engage with stockholders and other stakeholders on DEI matters.</li>
</ul>
</li>
<li><strong>Labor Law</strong>
<ul>
<li>Advise and represent large and small employers in various industries through all stages of organizing campaigns, recognition decisions, collective bargaining, defense against claims before the National Labor Relations Board, and support for day-to-day-labor-management relationships and manage a unionized workforce.</li>
<li>Advise and represent clients through all stages of organizing campaigns, recognition decisions and collective bargaining.</li>
<li>Defend against claims before the National Labor Relations Board and other labor-related agencies.</li>
<li>Support day-to-day-labor-management relationships and manage a unionized workforce, handling the most challenging labor law issues in the market.</li>
<li>Provide counsel on labor law compliance, including wage and hour laws, workplace safety and employee rights.</li>
</ul>
</li>
</ul>