



		Corporate Transactions

		Retirement Plans

		ESOPs

		Welfare Benefits Plans

		ERISA Exempt Plans

		Legal Compliance Audits For Benefit Plans

Corporate Transactions

Significant employee benefits issues routinely arise in the context of mergers and acquisitions, spin-offs or joint ventures. Such benefits issues must be handled sensitively and discretely if the overall financial interests of the company are to be served. Our corporate clients retain us as their employee benefits counsel to assist them in corporate transactions because of our considerable experience and familiarity with the complexities that such transactions frequently pose, including its tax, securities and labor implications. We have an established track record of uncovering and effectively addressing the numerous hidden employee benefit and compensation obligations and potential liabilities that frequently arise in asset and stock deals.

Corporate Related Services

Companies contemplating or undergoing a corporate restructuring retain us to:

Negotiate and draft the stock or asset purchase agreement provisions and disclosure schedules relating to employee benefits issues;

Conduct a thorough due diligence review of all employee benefit plans and executive compensation programs to ascertain potential liabilities and prepare reports detailing such liabilities with appropriate recommendations for remediation;

Draft and submit plan corrections to the IRS and Department of Labor for approval on a pre or post acquisition/divestiture basis;

Review, analyze and prepare strategy for consolidation of benefit plans and programs after the merger;

Establish client self-audit programs and train clients on approved self-correction methods and procedures;

Prepare and file determination letter requests with the IRS after the acquisition;

Develop new benefits plans and programs in spin-offs and joint ventures for retained employees prior to corporate acquisition;

Counsel companies in bankruptcy proceedings on the proper handling of their employee benefit plans.

Representative Corporate Transactions

Corporate Merger - Our client, a venture capitalist, was buying the stock of a large manufacturing concern. We conducted the employee benefits due diligence, uncovering a significantly underfunded pension plan liability, as well as irregularities in compliance with ERISA's reporting and disclosure requirements. After preparing a comprehensive benefits liability report for our client regarding the transaction, we successfully negotiated a reallocation of the pension fund liability, thus assisting our client to avoid a significant "loss of the bargain." We also minimized the potential monetary penalties arising from seller's noncompliance by utilizing the IRS' plan correction program.

Corporate Spin-Off and IPO - Our client, a public company in the high tech industry, needed our assistance in connection with the spin-off and subsequent IPO of its wholly owned subsidiary. We were asked to design and implement a new equity incentive program for employees and directors of the spun-off subsidiary. As part of this project, we systematically analyzed and resolved the income tax, securities laws and accounting issues involved; counseled the spun-off entity on the restructuring of its benefits programs and thereafter drafted all plan documentation. We assisted in the successful implementation of the new benefit programs and designed an employee communication and rollout program for these plans.

Asset Purchase - We were retained by a corporate law firm representing a corporate assets purchaser to be part of the team involved in the negotiation of the purchase agreement. In this capacity, we structured and drafted the terms addressing the manner in which the seller's employee benefit plans were to be handled in the transaction, including the assumption of several plans and the termination of others. In our due diligence we uncovered several irregularities and insisted that the seller significantly modify its representations and warranties and related disclosure schedules to provide much more comprehensive protection of our client's interests. After completion of the sale, we assisted in consolidating and merging the acquired company's benefit plans and structure into the organization, including a qualified retirement plan merger.

Venture Capital and IPO - After our client secured venture capital financing in several rounds, we were asked to structure its compensation programs in anticipation of an IPO. We negotiated and drafted restated employment agreements for senior executives, prepared and implemented a broad-based stock option plan granting qualified and nonqualified options, drafted restricted stock agreements for designated officers, reviewed and updated the company's qualified retirement and welfare benefit programs, and drafted a description of the compensation and benefit arrangements in securities filings relating to the IPO. Upon entry into the public markets, we prepared a qualified employee stock purchase plan.

Joint Venture - Our client, a public company, hired us to assist in spinning off benefits for employees transferred to a new joint venture. In addition to establishing the retirement and welfare benefit programs for the new venture, we amended the plan documents to reflect the transfer.

Proxy Statements, Annual Reports & Other Securities Filings - We assisted our client, a public company, in the preparation of securities filings, including proxy statements and annual reports describing and disclosing information regarding the company's executive compensation structure as well as qualified and nonqualified employee retirement plans holding company stock.

Employee Retention Agreements - Our client, a large, closely-held company, was preparing to sell substantially all of its stock to a corporate buyer interested in retaining the current management team as well as other employees after the sale. We prepared employee retention agreements for the management team as well as a success bonus program for the CEO, the President and two Executive VPs to encourage these individuals to guide the company through completion of the transaction. We also developed communication materials to rank-and-file employees describing the pending transaction and informing them regarding their status as transferred employees.

Benefit Plans in Bankruptcy Proceedings - Our client, a large corporation, requested our assistance in handling its employee benefit plans after filing for bankruptcy protection, and prior to completion of the sale of its assets. Even though the bankruptcy proceedings posed a complicating factor for plan termination insofar as all members of the plan's administration committee were no longer employed by the company, we were able to arrange for the termination of its 401(k) plan prior to the asset sale. After the termination, we prepared a determination letter submission to the IRS and completed distribution of plan assets to all participants. Missing participants received their benefits through the IRS Letter Forwarding Program.