Employee Benefits & ERISA

Experienced Benefits Team

For more than 50 years, our benefits team has advised public and privately held companies on the design and implementation of various employee benefits and compensation programs. We are one of the few firms in the United States with a team comprised of lawyers who devote 100 percent of their time to working on benefits and compensation matters.

We focus on employment transfers, executive retention, severance and hiring, change in control bonus arrangements, equity compensation, golden parachute payments and deferred compensation arrangements. We also work with clients on employee benefit structures with respect to mergers, acquisitions, joint ventures, divestitures and financial restructurings, including many transactions involving bankruptcy.

We advise plan administrators and trustees on 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.

National Recognition for Excellence

Our clients work has earned us national recognition within the legal industry.

Legal 500 US – Employee Benefits, Executive Compensation and Retirement Plans
U.S. News – Best Lawyers – Nationwide Employment Law: Management; Nationwide Labor Law: Management; Houston Employment Law: Management; Houston Labor Law: Management (Tier 1); San Antonio Employment Law: Management (Tier 1)

IMAGE: Hand holding cellphone that says pension fund

Market-Leading Engagements

We provide benefits and ERISA advice to range of companies, including in connection with strategic transactions.

Apache in connection with amending and restating its income continue plan
Avista Corporation with implementing a new executive change in control plan
BancorpSouth, Inc. on the employee benefits and executive compensation provisions of its $211 million purchase of Central Community Corporation
ERG Resources on the employee benefits and executive compensation provisions, including covenants related to benefits to be provided by the purchaser and allocation of COBRA obligations, of its approximately $27 million assets sale to Terracore Oil Company
Global Infrastructure Partners Capital Solutions Fund on employee benefits and executive compensation due diligence and subscription agreement provisions related to employee benefits position in a preferred equity investment of up to $250 million in Caprock Midstream
Great Plains Energy Inc. in a revised stock-for-stock merger of equals transaction with Westar Energy, Inc., including re-negotiating merger agreement provisions related to employee benefits and executive compensation, analyzing potential parachute issues, and assisting with the compliance aspects of negotiated provisions
Hydro One Limited on employee benefits and executive compensation due diligence, negotiating merger agreement provisions related to employee benefits and executive compensation, and analyzing and negotiating complicated executive compensation, parachute and retention issues in the CA$6.7 billion all-cash acquisition of Spokane-based Avista Corporation
J&J Maintenance, Inc. on its sale to a private equity buyer, including a myriad of complex compensation and benefits matters, including multiemployer pension plans, change in control compensation and 280G golden parachute issues

Kinder Morgan, Inc. in the $1.546 billion sale of the US portion of the Cochin Pipeline to Pembina Pipeline Corporation, including negotiating the purchase agreement provisions related to employee benefits and executive compensation, particularly the compensation and benefits to be provided by the buyer after closing
Kinder Morgan, Inc. in connection with its $76 million acquisition of certain natural gas pipeline assets owned by Southcross Energy, including employee benefits and executive compensation due diligence and negotiating the purchase agreement provisions related to employee benefits and executive compensation
Pembina Pipeline Corporation in negotiating arrangement agreement provisions related to US employee benefits for the acquisition of Veresen Inc. in a combined cash and stock transaction valued at approximately CA$9.7 billion, resulting in one of the largest energy infrastructure companies in Canada with a pro-forma enterprise value of approximately CA$33 billion
Pilot Travel Centers, LLC in connection with its acquisition of an 82.5 percent equity interest in Pro Petroleum Inc., including employee benefits and executive compensation due diligence, contribution agreement provisions related to employee benefits and executive compensation, executive employment agreements and the resolution of complex Code Section 409A issues
Pilot Travel Centers LLC in connection with its acquisition of a refinery and related assets from Calumet Specialty Products Partners, L.P., including employee benefits and executive compensation due diligence and purchase and sale agreement provisions related to employee benefits and executive compensation
Pioneer Natural Resources Company in connection with its $435 million acquisition of 28,000 acres in the Midland Basin from Devon Energy Corporation, including negotiating the employment and employee benefit provisions of the purchase agreement
Prosperity Bancshares, Inc. on the adoption of a new equity incentive plan
Prosperity Bancshares, Inc., the parent company of Prosperity Bank®, in connection with its $2.1 billion merger with LegacyTexas Financial Group, Inc., the parent company of LegacyTexas Bank, including employee benefits and executive compensation due diligence, merger agreement provisions related to employee benefits and executive compensation, executive employment agreements, and complex issues related to Code Sections 280G and 409A
Rockland Capital, LLC on its acquisition of 100 percent of the equity interests in Michigan Power LP, 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
TC Energy in the sale of its US midstream business conducted by Columbia Midstream Group, LLC, to UGI Corporation, including employee transition, compensation and benefits matters
Venoco, Inc. on bankruptcy filing related to the administration of an ESOP and the implementation and negotiation of various incentive plans pre- and post-bankruptcy

Employee Benefits & ERISA

Experienced Benefits Team

National Recognition for Excellence

Market-Leading Engagements

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Employee Benefits & ERISA News

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