David Whaley is a member of the Employee Benefits Practice Group in the Corporate Department. He assists non-profit, private and public companies in all areas of employee benefits including design, implementation and compliance in providing tax qualified and non-qualified deferred compensation arrangements (e.g. 409A compliance), health and welfare arrangements and employee fringe benefits. This practice encompasses assisting employers with modifying and properly administering both small and large defined benefit and defined contribution plans; supplemental retirement programs; equity compensation programs; health and welfare arrangements; and employee fringe benefits programs.
David has extensive experience in the area of Employee Stock Ownership Plans (ESOPs). This experience has facilitated his membership in the Ohio/Kentucky Chapter of the ESOP Association and participation with both the Ohio Employee Ownership Center and with the Emerging Leaders Committee of the National ESOP Association. David's ESOP practice experience includes representing both companies sponsoring ESOPs and ESOP trustees and fiduciaries in transactions between the sponsor, selling shareholders and the ESOP. David's ESOP representations include: representing an ESOP Trustee in the sale of 100% of the outstanding employer securities to a public company; representing a public company in a $180 million acquisition which included the sale of employer securities held in an ESOP; and representing numerous private companies in adopting ESOPs to facilitate the purchase of the company's stock.
In addition to his ESOP experience, David fills his practice by: assisting non-profit employers in drafting and administering qualified and non-qualified plans including 403(b), 457(b) and 457(f) plans; assisting professional employer organizations (PEOs) in offering employee benefit programs to their client organizations; and representing plan sponsors before the Department of Labor, the Internal Revenue Service and the Pension Benefit Guaranty Corporation in connection with audits of employee benefit plans.
David also regularly makes presentations on employee benefits matters. These presentations are generally directed toward human resource professionals on emerging topics of interest in the employee benefits community including the implementation of consumer driven healthcare programs, compliance with new statutory mandates for supplemental retirement programs and the recently enacted health reform legislation.
Memberships & Affiliations
· Cincinnati Bar Association, Employee Benefits Committee, immediate past chair
· Cincinnati Bar Association Employee Benefits Conference, Steering Committee Member
· American Bar Association
· Ohio State Bar Association
· ESOP Association
· The National Center for Employee Ownership
· University of Dayton Alumni Association
Experience
Merger
Lexmark International, Inc.
Acquisition of Perceptive, Inc.
Stock Purchase Agreements
Lexmark International
We served as primary deal counsel for Lexmark through three major acquisitions in the software industry totaling approximately $212 million, including two foreign-based, private equity backed companies.
Corporate Reorganization and Membership Unit Sale
Coal Company
Reorganization and membership unit sale of coal producing companies for approximately $20,000,000.
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
Publications
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)
March 14, 2006, IRS Changes Required Plan Amendment Procedures
Presentations
March 21, 2012, "Administrative Issues That Can Trip You Up," Annual Spring ESOP Conference
December 6, 2011, "Healthcare Trends for Employers," Clark, Schaefer, Hackett & Co., Columbus, Ohio
November 15, 2011, "ESOP Diversification Rights," Ohio Employee Ownership Center, Blue Ash, Ohio
August 30, 2011, "Extreme Makeover: ESOP Edition - A Discussion of Mature ESOP Issues," Tri-State ESOP Association Conference, Louisville, Kentucky
June 10, 2011, "Favorable Determination Letter Applications -- Do's & Don'ts," Cincinnati Bar Association Employee Benefits Conference, Cincinnati, Ohio
June 8, 2011, "ABCs of ESOPs," Southwest Ohio ESOP Forum sponsored by the Ohio Employee Ownership Center, Blue Ash, Ohio
May 17, 2011, "HIPAA Compliant Wellness Programs That Drive Outcomes, Accelerate Benefits," Fairfield, Ohio
April 29, 2011, "Wellness Programs: A Panel Presentation," 25th Annual Ohio Employee Ownership Conference, Akron, Ohio
March 25, 2011, "Wellness Plans and Employee Ownership," Ohio Employee Ownership Center, Cincinnati, Ohio
November 17, 2010, "Summary of the Affordable Health Care Act," Cincinnati Bar Association Corporate Counsel CLE, Evendale, Ohio
October 28, 2010, "Summary of the Affordable Health Care Act," Northern Kentucky Chamber of Commerce - HR 100, Covington, Kentucky
October 26, 2010, "Health Care Reform: The Affordable Care Act and Its Effect on Health Care Costs and Who Pays for Them," Lorman Seminar, Cincinnati, Ohio
October 7, 2010, "Designs of Wellness Programs," Fall ESOP Association Conference, Ohio/Kentucky Chapter, Columbus, Ohio
September 28, 2010, "Summary of the Affordable Health Care Act," Dixon, Davis, Bagent & Company Banking Seminar, Granville
September 28, 2010, "Summary of the Affordable Health Care Act," Print Trade Association, Cincinnati, Ohio
July 21, 2010, "Summary of the Affordable Health Care Act," Huntington Insurance, Lima, Ohio
July 8, 2010, "Summary of the Affordable Health Care Act," Presentation to clients of Powell-Walton-Milward, a division of J. Smith, Lexington, KY
June 17, 2010, "ABCs of ESOPs," Ohio Employee Ownership Center, Cincinnati, Ohio
June 17, 2010, "Summary of the Affordable Health Care Act," Huntington Insurance, Dayton, Ohio
June 15, 2010, "Panel on Health Care Reform," Northern Kentucky Chamber of Commerce, "Eggs 'n Issues," Erlanger, Kentucky
March 16, 2010, "Employee Benefits/Legislative Update," The ESOP Association, Ohio/Kentucky Chapter Annual Spring Conference, Powell, Ohio
March 11, 2010, "Interim Final Regulations Issued Pursuant to The Paul Wellstone and Pete Domenici Mental Health Parity and Addiction Equity Act of 2008," Employee Benefits Committee of the Cincinnati Bar Association, Cincinnati, Ohio
October 7, 2009, "Trends in Health Care - Consumer Driven Health Care," Wellness Programs and Health Care Reform, Ohio/Kentucky Chapter of the ESOP Association Fall ESOP Conference, Columbus, Ohio
September 17, 2009, "2009 Employee Benefits Welfare Update," Dixon, Davis, Bagent & Company Banking Seminar, Granville, Ohio
April 16, 2009, "COBRA Subsidy Rules," Powell- Walton - Milward a division of J. Smith Lanier & Co., Lexington, Kentucky
March 26, 2009, "COBRA Subsidy Rules," Northern Kentucky Chamber of Commerce, Covington, Kentucky
March 19, 2009, "ESOP Basics," OH/KY Chapter, The ESOP Association Spring Conference, Powell, Ohio
September 10, 2008, "HSAs and Other Consumer-Centered Health Benefit Plans," Happy Hour Training on HSAs by Cincinnati Regional Chamber of Commerce
August 13, 2008, "Finding ESOP Financing in a Tight Credit Market," Tri-State ESOP Association Conference, Clarksville, Indiana
March 11, 2008, "COBRA Compliance and Continuation of Coverage," Lunch 'n Learn Series, Crestview Hills, Kentucky
December 11, 2007, "Trends in Health Care Reform," Northwestern Mutual Seminar, Cincinnati, Ohio
December 5, 2007, "403(b) Treasury Regulations - Planning for Tax Exempt Entities," Kehoe Financial, Cincinnati, Ohio
November 29, 2007, "Retirement Planning for Tax Exempt Entities," Lorman Seminars, Cincinnati, Ohio
November 1, 2007, "COBRA Compliance," Northern Kentucky Chamber of Commerce - HR 100, Ft. Wright, Kentucky
June 8, 2007, "HSA/FSA and Code section 409A," Ohio Banking Institute Speech, Cincinnati, Ohio
April 25, 2007, "Health Reimbursement Accounts, Health Savings Accounts, Section 125 Cafeteria Plans and COBRA," Lorman Seminars, Blue Ash, Ohio
March 7, 2007, "Basic ESOP Administration," Ohio/Kentucky Chapter of The ESOP Association's Annual Spring ESOP Conference, Columbus, Ohio