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Practice/Industry Group Overview
The Employee Benefits Team at Gardere offers a multitude of services to help all types of organizations develop and execute their employee benefit strategies. The attorneys in the Team provide service in all areas of employee benefit law, including counseling in areas such as:
Qualified Plans
The Firm has assisted hundreds of companies in the design, implementation, update, and administration of employee benefit plans such as pension, profit sharing, 401(k), 403(b), employee stock purchase, and similar plans which are designed to meet the needs of employees and the cash flow limitations of the client. Attorneys also assist in preparation of filings with the IRS, SEC, and DOL; audits or examinations of their plans by various governmental agencies, including the IRS, DOL, and PBGC; exemption applications for prohibited transactions; and settlements with the IRS and the DOL in connection with potential plan disqualification issues, penalty assessments and fiduciary matters. On the preventative side, attorneys conduct compliance audits to identify issues to be addressed to correct administrative errors through IRS and DOL compliance programs before governmental audits commence.
ESOPs
The Firm has been involved in numerous transactions relating to employee stock ownership plans ("ESOPs"). Representation includes ESOP trustees and other fiduciaries, selling shareholders, independent appraisers, ESOP lenders or companies that sponsor ESOPs, in transactions ranging from initial adoption to the sale of ESOP stock in connection with merger and acquisition-related transactions. In addition, the Firm has represented ESOP fiduciaries subject to alleged breach of fiduciary and prohibited transaction actions.
Health and Welfare Plans
The Firm assists employers, insurers, third-party administrators, and other service providers with design and use of self-insured and insured plans, multiple employer welfare benefit arrangements, funding alternatives to traditional indemnity arrangements, administration of plans and communication materials, and regulatory compliance at the state and federal levels. This representation includes HIPAA Privacy and COBRA compliance; negotiation of contracts with health care providers, third party administrators and other business associates; and representing employers before HCFA in resolving liability issues under the Medicare secondary payor rules.
Business Transactions
The Firm evaluates benefit programs of companies being acquired by clients to determine possible plan design, qualification or fiduciary issues to be addressed. In addition, attorneys have prepared representations, warranties and covenants regarding employee benefit plans for numerous sales, merger, and loan documents. The Firm works closely with the client to address the special needs of the acquiring and acquired entities and to amend existing arrangements or create new benefit programs to meet the specifications of the transaction teams.
Terminations and Withdrawals
The Firm assists companies in the termination of their plans, including standard, distress, and involuntary terminations of plans, representation in bankruptcy proceedings, designing employee communications, supervising and designing plan liquidation and distribution procedures. Representation also includes negotiations with the PBGC, and represents companies in connection with withdrawals from multi-employer and multiple-employer pension and health and welfare plans. In standard terminations of pension plans with excess assets, the Firm has helped design and implement successor plans to reduce excise taxes on plan reversions.
Fiduciary Issues
The Firm serves as special and general counsel to trust departments of banks, trust companies, plan committees, and independent fiduciaries on fiduciary and transactional matters as well as counsel to boards of trustees of multi-employer and multiple-employer pension and health and welfare plans. The Firm also provides counsel to committees and plan sponsors on the selection of record keepers, trustees and investment vendors.
Executive Compensation
The Firm designs executive compensation, including deferred compensation plans, employment and consulting agreements, severance agreements, change-in-control plans, split-dollar life insurance arrangements, stock-based compensation arrangements, phantom stock programs, stock purchase plans, severance plans, rabbi trusts, secular trusts, and "parachute" arrangements and addresses tax, securities and financial accounting rules in connection with such arrangements.
Litigation and Claims Disputes
The Firm serves as trial and appellate counsel in employee benefit matters, representing fiduciaries and employers, and counsels plan sponsors and committees concerning claims disputes to resolve issues before they progress to litigation.
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