Practice/Industry Group Overview
For more than 30 years, Sutherland has helped clients find practical and innovative solutions to employee benefits and executive compensation issues.
Sutherland’s skilled employee benefits and executive compensation team is adept at finding creative solutions to our client’s legal and technical challenges. With 14 lawyers dedicated to this practice area, we have substantial knowledge and understanding in the nuances of qualified retirement plans, health and welfare benefits and executive compensation. We counsel employers in connection with ongoing plan design and compliance, corporate transactions and negotiations with government agencies.
Our broad-based knowledge and varied backgrounds are key in helping clients find innovative approaches to employee benefits and executive compensation. Our lawyers have served at the Department of Labor and on Congressional staffs, and have gone on to leadership positions at the U.S. Treasury. We represent public and private companies, non-profit entities and governmental organizations; and we have extensive experience representing providers of retirement plan and other benefits services and products.
We are comfortable working with various departments within client companies—including HR, tax and legal—while maintaining effective communications and an appropriate chain of command. Each of our benefits and executive compensation lawyers has particular specialties, but we do not work in silos—we all have substantial experience with the different types of plans and transactions in our field.
Health and welfare understanding. We have advised on health and welfare benefits, including compliance under the Internal Revenue Code and ERISA, over a substantially longer period than most law firms. This includes health savings accounts and reimbursement arrangements, flexible spending accounts and other cafeteria (section 125) plans. We are thoroughly familiar not only with traditional health and welfare benefit programs but also with post-retirement life and medical benefits, voluntary employees' beneficiary association (VEBA) trusts, severance and vacation pay programs and other similar arrangements. We are actively counseling insurers and several Fortune 500 companies on employer compliance with national health reform under the Patient Protection and Affordable Care Act.
Sophistication on executive matters. We are sensitive to the dynamics of executive compensation issues and deal with them effectively. We regularly assist in negotiating high-level executive employment agreements and structuring virtually all forms of elective and non-elective compensation and incentive programs. We advise on life, health and other welfare benefits for executives as well as issues involving company-provided transportation and other fringe benefits. Our lawyers are well versed in the securities laws applicable to executive compensation.
M&A experience. We negotiate the benefits provisions in transactions, perform due diligence, draft acquisition agreements and agreements used in spin-offs, and assist in implementing the integration or transition to new benefits arrangements on behalf of both buyers and sellers. At times, we participate as part of a team from the firm handling all aspects of the transaction; at other times, clients engage us specifically to resolve employee benefits issues.
Retirement incentives and layoff cushions. We assist a number of clients in structuring retirement incentives, right-sizing programs and similar arrangements in accordance with tax, ERISA, age discrimination and other legal requirements. We address enhanced benefits both inside and outside qualified pension plans, appropriate welfare benefit program continuation and the design and implementation of effective ADEA waivers in the context of involuntary layoffs and voluntary window programs.
Federal knowledge. We regularly represent clients in dealing with the various federal regulatory agencies responsible for employee benefits. On some occasions, we seek guidance or relief from those agencies; on others, we respond to issues raised by an agency. We are well acquainted with key personnel at the Treasury, IRS, DOL, PBGC, SEC and EEOC, and with the formal and informal procedures for dealing with them.
Nuts and Bolts
Sutherland's employee benefits and executive compensation practice has broad and deep experience in all aspects of the field including:
- Qualified retirement plans
- Compliance reviews
- IRS correction programs, including self-correction (SCP), the voluntary correction program (VCP) and the Audit Closing Agreement Program (Audit CAP)
- Employee stock ownership plans (ESOPs)
- ERISA’s fiduciary and prohibited transaction rules
- ERISA litigation
- Health plans
- Patient Protection and Affordable Care Act (PPACA)
- HIPAA and COBRA
- Welfare programs and benefits
- Executive compensation
- Code section 409A
- Deferred compensation
- Proxy compensation disclosure
- Equity compensation
- Code section 162(m)
- Fringe benefits
- Payroll tax and withholding
We know that people are truly the most valuable asset in any endeavor, and providing effective benefits and compensation plans is critical to business.
Sutherland advises a Fortune 30 consumer products company on employee benefits and executive compensation matters.
This engagement includes advice on the client's qualified retirement plan matters, covering more than 40,000 U.S. employees, complicated fiduciary and tax law considerations in connection with a $1.5 billion corporate transaction that affected company stock held in retirement plans and advice on executive compensation matters, including the correction of operational and plan document errors for nonqualified deferred compensation.
Sutherland provides full-spectrum advice to a Fortune 100 global manufacturing company on equity and executive compensation programs.
Sutherland advises a Fortune 100 global manufacturing company regarding all aspects of its equity and executive compensation programs, including tax, securities and contract issues.
Sutherland advises one of the largest re-insurers in the world on the redesign of its global equity compensation program.
Sutherland is advising one of the largest re-insurers in the world on the redesign of its global equity compensation program and providing ongoing advice on the program. Tax issues include section 409A compliance, payroll tax withholding, section 3121(v) and section 83.