Employee Benefits & Executive Compensation

Representative Transactions: Executive Compensation 

• We represented The Carlyle Group in employee benefits and executive compensation matters in its $3.9 billion acquisition of CommScope, Inc. 
• We represented one of the largest financial services companies in the United States in a “merger of equals,” including the design and implementation of dozens of executive compensation arrangements and employee benefits plans for the combined entity. 
• We represented the largest specialty retailer of toys in the United States in the compensation and benefits aspects of its leveraged buyout, in which it was acquired by three major private equity firms. 
• We represented a leader in the paper products industry in the creation of a tracking stock for its timber products line of business, which was one of the first transactions of its type in the United States and was replete with novel incentive compensation issues. 
• We represented an NYSE-listed global financial security company with a stock option repricing, providing guidance with respect to the shareholder approval process, tax and corporate governance issues and international considerations. We have represented numerous public and private companies in working through the issues relating to an option repricing. 
• We worked directly with the board of a multibillion-dollar, NYSE-listed company from the outset of its spin-off of a major business segment, helping to develop strategies to address stock options, restricted stock, employee stock purchase plans and other incentive compensation arrangements. Since that time, we have worked with several public companies in working through the challenging issues of equitable treatment of equity awards in the context of a spinoff. 
• We have developed hundreds of incentive compensation plans and programs for public and private companies, in each case after an analysis of the unique position and needs of the company, including its stage of life and plans for the future. 
• We serve as the “go-to” firm for executive compensation and employee benefits for many major public companies whose other legal work is principally handled by other firms.

Representative Transactions: Health and Welfare Plans 

• We provide ongoing advice to a leading credit/debit card network, card issuers and processors in connection with health benefit card offerings. We have obtained numerous favorable rulings from IRS, HHS and DOL on compliance matters affecting over 20 million health debit cardholders. 
• We conducted a health care confidentiality audit and established a HIPAA-compliant health care confidentiality policy for several Fortune 100 clients. 
• We conducted high-level meetings with the IRS and DOL concerning potential prohibited transaction issues relating to reinsuring employee welfare benefits. 
• We prepared an issues paper for several Fortune 100 clients addressing tax and ERISA compliance issues when health and welfare benefits are extended to domestic partners. 
• We conducted a comprehensive health and welfare benefits compliance audit (tax, HIPAA, COBRA, ERISA, ADA, ADEA, etc.) for a large financial institution. 
• We conducted an exposure audit, and reviewed and updated service agreements for self-funded health, life and disability benefits, for a company that has over 200,000 employees. 
• We designed and implemented one of the first salary reduction qualified transportation programs (parking and mass transit). 
• We reduced Form 5500 and audit obligations for a Fortune 100 client by combining over 40 discrete welfare benefit programs into a single wrap umbrella plan. 
• We established for an insurer client the largest-ever worksite marketing program through the creation of a prototype flexible benefits plan that has been adopted by over 100,000 employers. 
• We prepared and reviewed prototype administration agreements for use by an insurer in connection with administering Fortune 100 benefit arrangements. 
• We assisted several large financial institutions and administrators with the design and implementation of health savings account products.