Employee Benefits

Our seasoned team offers the broad spectrum of legal experience needed to provide comprehensive advice to benefit  plans, plan sponsors, fiduciaries and service providers. We leverage this depth and diversity to help clients to develop creative and practical solutions to a wide variety of complex employee benefits matters, including qualified retirement plans, employee benefits in mergers and acquisitions, executive and equity compensation, fiduciary responsibility, and health and welfare plans.

We understand that employee benefits and compensation issues can be complicated and costly for you. In advising clients, we draw on our vast experience as well as that of attorneys from other relevant disciplines within our firm, including tax counsel and corporate counsel, to help clients resolve these issues effectively and efficiently. 

Experience

In addition to providing counsel for ERISA, tax, labor, and securities laws, we are conversant with all aspects of the design and administration of retirement plans (including 401(k)s and ESOPs), cafeteria plans, health benefit plans (including cost containment issues), employment agreements, early retirement incentive programs, change-in-control counseling, and the legal aspects of investment of plan assets. In particular, we deal with:

• Retirement plans. This area includes 401(k) plans, pension plans, profit-sharing plans, 403(b) plans and 457(b) plans, including religious and governmental plans. We advise on plan design, draft plan documents, assist with investment manager and service provider contracts, consult on plan administration and nondiscrimination testing, obtain determination letters from the Internal Revenue Service (IRS), correct errors under the IRS Employee Plans Compliance Resolution System, monitor changing laws and regulations, assist with qualified domestic relations orders (QDROs), and represent clients in IRS and Department of Labor audits.
• Fiduciary responsibility and liability. We counsel clients, both public and private, on the responsibility and liability under state and federal law associated with their roles as fiduciaries with respect to employee benefit plans. We provide counseling regarding prohibited transactions, fiduciary training, procedures for decision-making, and investment policies.
• M&A and restructuring transactions. In mergers, sales, or acquisitions of businesses, we offer "diligence" review of employee benefit matters and participation in negotiating and drafting the agreement between the parties. We advise clients throughout the transition period associated with any merger, sale, or acquisition.
• Executive and equity compensation. We advise clients in matters involving various compensation programs, including stock option, stock purchase and phantom stock plans, other equity incentive programs, deferred compensation arrangements, supplemental retirement and excess benefit plans, plans for outside directors, and other prerequisites. We prepare employment agreements and severance agreements, and assist in establishing trusts used to fund payments under any such agreement. We also advise clients regarding change in control issues involving golden parachutes.
• Health and welfare plans. We assist clients with health care plans, group insurance (such as life and disability insurance plans), cafeteria plans, severance pay plans, post-retirement insurance programs, and the mechanisms for funding any of these. We also advise clients on Affordable Care Act, COBRA continuation coverage, Family and Medical Leave Act (FMLA) and Health Insurance Portability and Accountability Act (HIPAA) compliance.
• Health care. We advise clients on PPOs, employer-sponsored provider networks, managed-care arrangements, and other responses to rising health care costs.
• Tax and estate planning. In conjunction with our Estate Planning and Tax groups, we advise individuals on how to deal with beneficiary designations, benefit distributions, IRA rollovers, income and estate tax elections, and the related planning opportunities.
• Benefit claims and litigation. We have diverse experience in advising clients regarding claims made against employee benefit plans. We also offer litigation and arbitration experience in matters involving claims disputes and fiduciary liability.
• Employment tax audits. We routinely represent clients in IRS employment tax audits, and regularly advise clients on employment tax compliance, including advising public sector employers on Social Security coverage issues.
• Public plans. Our team has extensive experience advising public sector clients regarding employee benefits. We advise numerous public pension funds and agencies in California, from very large defined-benefit and defined contribution systems to smaller systems, on tax and benefits matters. In addition, we regularly advise our public sector clients on issues related to their health and welfare plans.
   

Key Contacts

Edward Bernard

Partner

San Francisco, CA

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