Overview

To attract and retain talent, employers must design and deliver employee benefits to an increasingly diverse, aging and mobile workforce. Complex laws and regulations, rising health care costs and increased benefit plan litigation place pressure on companies' bottom lines. We work with clients who hail from the public and private sectors, are closely held or publicly traded, sponsor single- or multiple-employer plans, and are for-profit or tax-exempt. Katten's Employee Benefits and Executive Compensation practice offers plan sponsors and service providers proficient, creative advice consistent with their business plans and fiscal goals.

Strategies for competitive compensation and compliant plans

Public, private and nonprofit employers all seek ways to strengthen their human capital but require different approaches. We scale strategies to align with the unique goals of publicly traded multinationals, family-owned businesses and startups, and our targeted advice keeps clients competitive and operationally compliant.

Katten's nationally recognized Employee Benefits and Executive Compensation practice deploys resources efficiently to advise clients on benefits, compensation and employment-related issues in the context of strategic planning, M&A transactions and day-to-day operations. We leverage experience in human resources, consulting, law enforcement and the Internal Revenue Service to develop practical solutions to the tough issues faced by plan sponsors and fiduciaries.

When distilling complex legal requirements to simple advice, we draw upon resident authorities in finance, health care, insurance, M&A, labor, employment, tax and other areas to support our clients as they design and manage the full spectrum of employee plans and arrangements, including:

  • Cash and equity incentives
  • Change-in-control and golden parachute agreements
  • Deferred compensation arrangements
  • Employee stock ownership plans
  • Employment, separation and retention agreements
  • Fringe benefit plans
  • Health and welfare plans
  • Paid family leave, unpaid leaves of absence, and absence management
  • Partnership profits interests
  • Pension and retirement plans
Attuned to emerging obligations and market innovation

Our thriving practice advising benefit plan service providers and asset managers keeps us ahead of emerging trends and at the forefront of industry developments. By partnering with these industry leaders as they chart the course, we are able to leverage our knowledge to prepare clients for the road ahead.

"[P]rovided valuable insight during our NQDC plan implementation process. . . . Overall, Katten . . . added tremendous value to our organization."

U.S. News – Best Lawyers® 2019 "Best Law Firms"
(Employee Benefits (ERISA) Law) survey response

Experience

  • Assist client in its initial public offering. We advise on issues relating to executive compensation and benefits, specifically the adoption of equity incentive and ESPPs, preparing for compliance with additional tax requirements such as Section 162(m), and stock exchange rules.
  • Advised client with respect to a DOL audit of leveraged employee stock ownership established prior to its initial public offering in mid-1990s. DOL alleged certain violations of its rules for leveraged ESOP loans, and the company responded with proposed corrections and retention of independent ESOP fiduciary. The matter was resolved without penalties or excise taxes.
  • Represent large health care institution in a 10-year controversy with the IRS over the qualification of retirement plans.
  • Represent ESOP trustee that purchased 100 percent of the outstanding stock of a large footwear company, the partner of an international shoe designer and distributor.
  • Counsel in the design, drafting and implementation of a new omnibus equity compensation plan for a publicly traded company, including presenting it to shareholders and registering the underlying securities. The omnibus plan replaced a prior plan and added flexibility to the terms of equity awards and to the types of awards offered. The plan also permits awards to meet the performance-based exemption under Tax Code Section 162(m), which was not a feature of the superseded plan. This plan received a favorable recommendation from Institutional Shareholder Services.
  • Advise multinational printing company on funding its retiree medical benefits trust and related ERISA and employee benefits matters.
  • Provision of advice to compensation committee of Netherlands-based corporation in connection with hire of key executives to defend against hostile takeover.
  • Represent former senior executive vice president of financial services company in separation and employment agreements to become CEO of another company.
  • Assistance to local government transit agency in establishing trust fund through which its medical benefits are now provided to client's current (and future) retirees.
  • Represent VEBA trust for state government employees regarding several projects related to tax and employee benefits compliance in regard to anticipated new legislation and regulations.
  • Represent internal entity managing one of the largest US private sector pension trusts in all legal issues involving its investment program. Advise the named fiduciary in negotiating the pension trust's investments in hedge funds, private equity and real estate funds, futures and derivatives, and swaps investments involving financial, tax and ERISA issues.
  • Assistance to fiduciary of ESOP in $335 million sale of 100 percent of stock of employee-owned defense contractor to private equity fund.
  • Provision of advice and counsel to sponsor ESOP in audit/investigation by DOL. Company is a large, 100 percent employee-owned company in San Francisco with long history of employee ownership and best practices in corporate governance.
  • Provision of advice to ESOP trustee on merger and in connection with obtaining prohibited transaction exemption with respect to considerations received in merger of company with large energy company.
  • Represented ESOP trustee in the purchase of employer securities in a newly formed ESOP of a global engineering, architectural and construction firm. This transaction resulted in hundreds of new employee owners. We assisted the trustee representing the company's employees in a variety of unique issues resulting from the ESOP's ownership of company stock, including (1) the trustee's fiduciary duties with respect to the exempt loan provisions of ERISA, fair market value rules and management compensation and (2) securing proper indemnities.
  • Represented institutional ESOP trustee in two separate transactions involving newly formed ESOPs—one company is large liquor distribution company in New England and other is largest employer in its area. These transactions resulted in hundreds of new employee-owners.
  • Assistance to world's largest private-sector coal company with equity and executive compensation programs. Includes amendment and restatement of employment agreements for company's management team to comply with significant tax law changes.