Employee Benefits & Executive Compensation

The laws and rules in the area of employee benefits, executive compensation, and ERISA litigation are constantly evolving. Clients seek a multidisciplinary and multifaceted approach to their most complicated and important benefits challenges. A truly broad and deep level of excellence can be found at very few firms; Alston & Bird is one of these few.

We represent both employers and providers, which enables us to know the key benefits issues from every angle. We have particular knowledge of 401(k), ESOP, pension, cash balance plans, health and welfare benefits, Affordable Care Act, executive compensation, 409A, actuarial issues, and ERISA litigation. We have long-standing relations with federal agencies, including the IRS, DOL, and PBGC, and are the only major law firm in the country to have a practicing lawyer who is also a fellow of the Society of Actuaries, which allows us to bring unique solutions to our clients.

Our attorneys work together as a team, bringing to bear multiple concentrations for each client, which enables us to achieve superior results for clients on significant matters while being efficient with routine questions.

Alston & Bird was named “Law Firm of the Year” in Litigation – ERISA in 2018 and 2016 by U.S. News – Best Law Firms, a distinction given annually to a single outstanding firm in each practice area. In 2017 and 2015, the same publication named us the “Law Firm of the Year” in Employee Benefits (ERISA) Law. Alston & Bird’s ERISA Litigation Group has been ranked Tier One in National – Employee Benefits (ERISA) Law by Best Lawyers every year since 2012. In addition, Doug Hinson has been selected U.S. News/Best Lawyers Atlanta Lawyer of the Year in Litigation – ERISA in 2018 and 2013.

Each lawyer in our group focuses his or her practice in one of four areas: tax-qualified retirement and savings plans, executive compensation, health and welfare plans, and ERISA litigation. The breadth, depth, and focus of our practice allow us to provide solutions to complex problems quickly and efficiently.

Representative Transactions: Tax Qualified and Savings Plans

Representative business transactions and engagements that exhibit our range of experience include the following:

• We represented a major regional financial services company in a merger of equals, including the design and implementation of dozens of employee benefits plans for the combined entity. 
• We served as special counsel in a multibillion-dollar pension matter incident to the bankruptcy of a major airline where Alston & Bird was not the bankruptcy counsel. 
• We filed with the Internal Revenue Service the largest single “self-compliance” filing ever received by the IRS National Office. 
• We have worked with our capital markets attorneys in conducting due diligence and structuring transitions in literally hundreds of purchase, sale, merger and spin-off transactions in the last five years. 
• We designed and drafted, in the late 1980s, one of the first cash balance pension plans in the country, and have since successfully defended class action challenges to several clients' cash balance plans. 
• We structured and implemented a $125 million leveraged ESOP, including creation of convertible preferred stock issued to the ESOP. 
• We created a unique software program that allows a client with multiple qualified plans to quickly try "what if" scenarios for separate line of business (SLOB) testing. 
• We advised a major client on fiduciary implications in the purchase of a pension annuity contract for several hundred million dollars. 
• We regularly advise venture capital funds on "plan asset" rules, including VCOC exemptions. 
• We regularly advise real estate funds and pension funds on fiduciary and UBIT aspects of real estate investments.

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.