Practice Areas & Industries: Kilpatrick Stockton LLP

Practice/Industry Group Overview

Kilpatrick Stockton's ERISA/Employee Benefits Practice is comprised of lawyers working on behalf of clients throughout the United States and overseas. In Washington, D.C., our office gives us direct access to national policy makers in Congress and regulatory agencies. The practice encompasses all areas of employee benefits, executive compensation law, and ERISA litigation, representing a cross-section of businesses ranging from Fortune 10 to start-ups. The expansiveness of our practice means that we have deep bench strength. The diverse and innovative client base we support provides cutting-edge work that help to keep us at the forefront of critical developments in our field.

One major focus of our Employee Benefits Group is keeping current on changes in, and counseling clients on compliance with, the complex federal and state laws that affect benefits programs, and the services and products that benefit plans use. We offer consultation on benefit plan design, plan documents and fiduciary responsibility, as well as reporting and disclosure obligations.

Services Available

Much of our work is transactional, on behalf of clients in their plan sponsor role or on behalf of financial institutions. In mergers, acquisitions, and divestitures, we evaluate benefit programs and advise on strategies to contain costs, limit liability, and protect benefits. We also assist in the design and implementation of executive compensation arrangements, including programs to protect executives in the event of a takeover or other change in control. For our financial institution clients, we address issues relating to both the plans they maintain and the products and services they provide for plans maintained by others.

A third significant area of employee benefits law is controversy work. Our group represents clients in government and private-party federal and state court litigation, as well as in government agency adjudicatory proceedings involving claims and coverage disputes, fiduciary responsibility and prohibited transaction matters, and plan termination and corporate split-off matters involving the Pension Benefit Guaranty Corporation.

Representative Transactions

• Analyzed the tax and securities laws of a target group of countries to identify those jurisdictions, such as the United Kingdom, where establishing a separate but similiar plan is more beneficial than simply expanding the current stock option plan. We are currently working with clients to set up a combination of separate plans and extensions of their U.S. plans.
• In one recent project, a New York Stock Exchange client faced a situation involving a company plan that held more than forty percent of the company's common stock. The plan was controlled by a group of trustees who were heavily influenced by a union and who posed a serious threat to management's growth plans for the company. Acting in the face of strong union-inspired opposition and working closely with company management, we helped to design and implement a multifacted strategy to convince the trustees to sell the plan's company stock. Critical to this success was our relationship with key government personnel, who agreed with our arguments in favor of diversification of the plan's portfolio.
• Completed a feasibility study for U.S.-based multinational that wishes to offer its non-U.S. executive the opportunity to defer compensation electively on a nonqualified basis. Working with selected overseas counsel, we have been able to design an international program that addresses the legal, tax, and cultural differences in each location, with minimal country-by-country variation.
• Helped U.S.-based companies determine which of their overseas executives should be covered in their U.S. tax-qualified plans and which should be covered in their offshore retirement plans.
• In a recent case, former employees filed a class action suit alleging that the company had improperly reduced their retiree health benefits and had failed to inform them in a timely manner of an impending "early retirement window program." We were successful in having the case dismissed because, among other things, the federal court held that it was not a proper class action. At a critical turn in the case, the plaintiffs attempted to get the DOL to intervene on their side, and we were successful in convincing the DOL that the plaintiffs' claims were not valid and not to intervene.
• In connection with a corporate spin-off, we obtained a first-of-its-kind prohibited transaction exemption to permit our client to make a multibillion dollar contribution of equities to its seriously underfunded pension plan. The contribution was in the form of "alphabet" common stock, the value of which was tied to the subsidiary to be spun off. The transaction enhanced the plan's funding and avoided recognition of gain to the parent.