Employee Benefits / ERISA
With more than 50 years of experience, our benefits team has counseled public and privately held corporations in the design and implementation of various employee benefits programs and employee compensation issues. Our depth of service to clients includes qualified and non-qualified plans, legal compliance, fiduciary responsibility, executive compensation, employment relationships, Qualified Domestic Relations Orders, tax and other withholding issues, fiduciary duties in plan administration, reorganization and termination, bankruptcy and golden parachute agreements. We represent companies and executives in connection with employment, consulting, severance, and retention agreements. Additionally, our attorneys are well-versed in Internal Revenue Service Code Sections 162(m), 280G and 409A and their effects on executive compensation.
We advise plan administrators and trustees with respect to the Employee Retirement Income Securities Act (ERISA) fiduciary determinations and duties, potential conflicts of interest and prohibited transactions. We implement and assist in the administration of all qualified plans, such as 401(k) plans, Employee Stock Ownership Plans (ESOP), cash balance plans, pension plans, and money purchase plans, as well as nonqualified plans, including Supplemental Executive Retirement Plans (SERPs), phantom stock retirement programs and all other forms of deferred compensation retirement plans.
Experience
Recent Notable Matters
Great Plains Energy Inc. — revised stock-for-stock merger of equals transaction with Westar Energy, Inc., creating a company with a combined equity value of approximately $14 billion, and with nearly 13,000 MW of generation capacity and more than 51,000 miles of distribution lines, which included re-negotiating merger agreement provisions related to employee benefits and executive compensation, analyzing potential parachute issues, and continuing to assist with the compliance aspects of the negotiated provisions
Pembina Pipeline Corporation — negotiated arrangement agreement provisions related to U.S. employee benefits for the acquisition of Veresen Inc. in a combined cash and stock transaction valued at approximately C$9.7 billion. The transaction created one of the largest energy infrastructure companies in Canada with a pro-forma enterprise value of approximately C$33 billion.
Hydro One Limited — conducted employee benefits and executive compensation due diligence, negotiated merger agreement provisions related to employee benefits and executive compensation, and analyzed and negotiated complicated executive compensation, parachute and retention issues in the all-cash acquisition of Spokane, Washington-based Avista Corporation for C$6.7 billion
Global Infrastructure Partners Capital Solutions Fund — conducted employee benefits and executive compensation due diligence and negotiating subscription agreement provisions related to employee benefits position in a preferred equity investment of up to $250 million in Caprock Midstream
BancorpSouth, Inc. — purchase of Central Community Corporation for $211 million, consisting of 7.25 million shares of common stock and $28.5 million in cash, including analyzing and negotiating the employee benefits and executive compensation provisions of the merger agreement and assisting the client in negotiating executive employment agreements with the target’s executives
Rockland Capital, LLC — acquisition of 100 percent of the equity interests in Michigan Power LP, LLC, which owns a 125 megawatt natural gas-fired combined cycle cogeneration facility located in Ludington, Michigan, from affiliates of ArcLight Capital Partners, LLC, including analyzing and negotiating the employment and employee benefit provisions of the purchase agreement, along with negotiating the employee benefit provisions of the related credit agreement
Pioneer Natural Resources Company — acquisition of 28,000 acres in the Midland Basin from Devon Energy Corporation for $435 million, including negotiating the employment and employee benefit provisions of the purchase agreement
Venoco, Inc. — bankruptcy filing related to the administration of an ESOP and the implementation and negotiation of various incentive plans pre- and post-bankruptcy
