| Biography | Ben Wells is a Partner in the Corporate Department and is Chair of the firm's Compensation and Benefits Practice Group. He leads the firm's Fringe Benefits Committee and is a member of its Practice Management Council. Over a period of more than 25 years, Ben has advised and counseled clients on a full range of issues relating to employee benefits and executive compensation. Ben works with Fortune 500 companies, privately held employers, not-for-profit employers, state and local governmental entities, health care providers, private equity investors, ERISA plan fiduciaries, financial institutions, board of directors, compensation committees and executives. He helps his clients design, offer and terminate both qualified and non-qualified retirement plans, including stock option, deferred compensation and incentive plans. Ben advises boards of directors and compensation committees on senior executive compensation, including the requirements of Sections 162(m), 280G and 409A of the Internal Revenue Code, and compliance with the requirements of the Sarbanes-Oxley and Dodd-Frank Acts. Ben also represents senior executives in the negotiation of employment, incentive, change in control and severance agreements. Ben is a nationally recognized authority on employee stock ownership plans (ESOPs), and is a frequent author and lecturer on ESOP issues. He counsels ESOP trustees, fiduciaries, sponsors and lenders on the requirements of the Internal Revenue Code and ERISA as they relate to ESOPs and also in the use of ESOPs as tools of business planning and succession. Memberships & Affiliations · Cincinnati Bar Association, Chair, Employee Benefits Committee (2007-2008) · American Bar Association, Tax Section, Committee on Employee Benefits · ESOP Association, Ohio/Kentucky Chapter
- Member, Ohio/Kentucky Chapter
- Member, Ownership Culture Committee
- Secretary, Interdisciplinary Advisory Committee on Fiduciary Issues · National Center for Employee Ownership · Catholic Social Services of Southwestern Ohio, Board Member · St. Xavier High School, Development Committee, Planned Giving Committee · Cincinnati Concours d'Elegance Foundation, Board Member Distinctions · Peer Review Rated AV in Martindale-Hubbell · Listed in Chambers USA Guide to America's Leading Business Lawyers · Selected for the Ohio Super Lawyers® List · Listed in The Best Lawyers in America® Experience Ohio-Based Manufacturing Company Acquisition
Ohio-Based Manufacturing Company
Served as special counsel to an Ohio-based manufacturing company in acquisition of the company by an employee stock ownership plan for approximately $25 million. Revision and Restatement of Section 125 (Cafeteria) Plan
The Kroger Co.
Worked with client personnel to redesign and restate employee health and welfare benefits plan Counsel to ESOP Trustee
Fiduciary Trust Services, Inc.
Represented Trustee of ESOP in the sale of Triple T Transport to its employees in an ESOP buyout Executive Employment and Compensation Agreements
Multiple Clients
Executive employment and compensation agreements Publications June 24, 2011, IRS Issues Proposed Rules On Performance-Based Pay December 21, 2010, Looking Ahead to 2011: Year End Employee Benefit Plan Compliance Items August 24, 2009, Briefly on Benefits (August 2009) July 23, 2009, Briefly on Benefits (July 2009) September 15, 2008, Nonqualified Deferred Compensation -- Section 409A Compliance July 12, 2007, Internal RevenueCode Section 409A February 13, 2007, 2007 Changes and IRS-DOL Guidance for Defined Contribution Retirement Plan Sponsors December 1, 2006, "Financial Commitment and Employee Motivation - Comment on Judge Posner's Opinion in Summers v State Street Bank," Ohio Employee Ownership Council, "Owners at Work" Newsletter, Winter 2006/2007 April 1, 2006, "A Lesson for ESOP Trustees: Document....Document...Document," Review of Article by Bill McIntyre, Ohio Employee Ownership Council, "Owners at Work" Newsletter, Spring 2006 August 19, 2005, Prescription Contraceptive Exclusion and the Pregnancy Discrimination Act August 19, 2005, Flexible Spending Account Grace Periods: An Extension to the "Use it or Lose it" Rule August 19, 2005, Employee Benefits Client Communications: New Notice Requirement for Most Sponsors of Group Health Plans August 19, 2005, Changes Required for All Non-Qualified Deferred Compensation Plans July 15, 2005, "20 Misconceptions about ESOP Fiduciary Responsibility and Liability," Review of Article by Bill McIntyre, Ohio Employee Ownership Council, "Owners at Work" Newsletter, Summer 2005 March 14, 2005, ESOPs: Still a Useful Tool for Many Businesses July 11, 2002, A New 'GUST' Blows Changes For Qualified Plans Presentations Nov 3rd & 4th, 2011, "The Role of the ESOP Fiduciary When a Third Party Makes an Offer to Buy your ESOP Company," The ESOP Association Las Vegas Conference & Trade Show, Caesars Palace, Las Vegas, Nevada October 6, 2011, "Which Hat Am I Wearing?" The Quandary of the Internal ESOP Trustee, 22nd Annual Fall ESOP Conference, Ohio/Kentucky Chapter of The ESOP Association, Bridgewater Banquet & Conference Center - Powell, OH December 2, 2009, "Retirement Plan Update," The Ohio Society of CPAs' Mega Tax Conference, Columbus, OH November 12 & 13, 2009, "ESOP Fiduciary Requirements and Best Practices," The ESOP Association Las Vegas Conference & Tradeshow October 29, 2009, "ESOP Fiduciary Requirements and Best Practices," ESOP Fiduciary and Administrative Forum, sponsored by Ohio's Employee-Owned Network (Ohio Employee Ownership Center), Cincinnati September 30, 2009, "Employee Benefits Update," The Cincinnati Ohio Accounting Show, Sharonville Convention Center August 19, 2009, "An In-Depth Discussion on Cutting-Edge Legal Issues," 8th Annual Tri-State ESOP Conference, Louisville, KY June 11 & 12, 2009, "Excessive Fee Litigation in 401(k) Plans," Cincinnati Employee Benefits Conference, Sharonville Convention Center May 19 & 20, 2009, "Business Succession," OEOC Seminar, Blue Ash, Ohio April 17, 2009, "ESOP Sustainability," 23rd Annual Ohio Employee Ownership Conference, Akron, OH November 13 & 14, 2008, "ESOP Fiduciary Requirements and Best Practices," ESOP Association, Las Vegas Conference and Trade Show October 8, 2008, "Sustainability Issues -- Corporate Governance," Ohio/Kentucky Chapter's 19th Annual Fall ESOP Conference, Powell, OH June 13, 2008, "Employee Stock Ownership Plans -- Developments & Trends," CBA 21st Annual Cincinnati Employee Benefits Conference, Northern Kentucky Convention Center May 22, 2008, "ESOP Fiduciary Workshop," Ohio Employee Ownership Center May 13 & 14, 2008, "Effective Decision Making for ESOP Companies: Getting the Right People in the Right Roles," ESOP Association 31st Annual Conference, Washington, DC April 3, 2008, "Effective Decision Making for ESOP Companies: Getting the Right People in the Right Roles," The 2008 Employee Ownership Conference (NCEO/Beyster Institute Conference), Chicago, IL March 12, 2008, "Succession Planning for Sustainability, " Member of Panel, Ohio/Kentucky Chapter Annual Spring ESOP Conference October 16, 2007, "The Emerging Focus on Fiduciary Responsibility In Today's Climate," Chubb Insurance Presentation, Cincinnati, Ohio August 22, 2007, "Technical Update," 6th Annual Tri-State ESOP Conference, Ohio/Kentucky and Indiana Chapters of The ESOP Association, Louisville, KY June 13, 2007, "Employee Benefits," 12th Annual Inside Look Program for Summer Associates, Cincinnati Bar Association May 15/16, 2007, " Decision-making process in an ESOP company," ESOP Association Annual Conference, Washington, DC April 20, 2007, "Fiduciary Update," The 21st Annual Ohio Employee Ownership Conference, Fairlawn, Ohio April 2010, "Health Care Reform Informational Sessions," Speaker at Cincinnati Sports Club November 12, 2006, "Ongoing Communication and Decision Making in ESOP Companies," The ESOP Association 2006 Technical Conference and Trade Show, Las Vegas, Nevada October 20, 2006, "Technical Issues in Common Language," Ohio/Kentucky Chapter of The ESOP Association Fall ESOP Conference, Columbus, Ohio September 5, 2006, "Myths About Employee Benefits," 2006 Greater Cincinnati Financial Planning Symposium, Cincinnati, Ohio August 2, 2006, "Dos and Don'ts of Fiduciary Responsibility," 5th Annual Tristate ESOP Conference, Ohio/Kentucky Chapter of the ESOP Association, Louisville, Kentucky July 10, 2006, "Technical Issues in Common Language," 2006 ESOP Association Communications Conference, Chicago, Illinois April 12, 2006, "Twenty Misconceptions About ESOP Fiduciary Responsibility," Ohio Employee Ownership Council Annual Conference, Akron, Ohio March 5, 2006, "Top 10 Ways Employers Benefit from Retirement Plans," Lorman, Cincinnati, Ohio March 3, 2006, "Roundtable: Legal/Fiduciary," Ohio/Kentucky Chapter of The ESOP Association Spring ESOP Conference, Columbus, Ohio February 6, 2006, "ESOP Panel Discussion," Association for Corporate Growth, Cincinnati Chapter August 20, 2005, "Advantages (and Disadvantages) of ESOPs for Privately-Held Businesses," Tri-State Business Valuation Roundtable, Cincinnati, Ohio August 6, 2005, "Illuminating Fiduciary Responsibilities," 4th Annual Joint ESOP Conference, Ohio/Kentucky and Indiana Chapters, ESOP Association, Louisville, Kentucky May 12, 2005, "ESOP Fiduciary Roles and Responsibilities," Ohio Employee Ownership Council Fiduciary and Administrative Forum, Dayton, Ohio March 25, 2005, "Technical and Legislative Update," Ohio Chapter, ESOP Association, Columbus, Ohio August 20, 2004, "Fiduciary Issues for KSOPs and ESOPs," Ohio/Kentucky Chapter of ESOP Association, Louisville, Kentucky July 10, 2004, "Overview of Leveraged ESOPs," Fifth Third Bank, Cincinnati, Ohio May 10, 2004, "Fiduciary and Governance Issues for ESOPs," Ohio Employee Ownership Council Annual Conference, Akron, Ohio August 25, 2003, "ESOPs Still a Useful Tool," Cincinnati Business Courier May 22, 2003, "Issues in Moving from Minority to Majority ESOP Ownership," Ohio Employee Ownership Council, Dayton, Ohio March 18, 2003, "Overview of Leveraged ESOPs," Ohio Chapter, ESOP Association, Columbus, Ohio March 3, 2002, "Advanced Compliance Testing," Ohio Chapter, ESOP Association, Columbus, Ohio February 5, 1996, "Charitable Remainder Trusts and their Use in the Sale of Stock to an ESOP," Columbus Bar Association, Columbus, Ohio (Also at Washington, D.C. 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