Drinker Biddle’s Employee Benefits and Executive Compensation team helps clients throughout the United States achieve their business and human resources objectives in this extensively regulated area. Our clients include national and international corporations, banks, insurance companies, mutual funds and other investment entities, utilities, transportation companies, hospitals, governmental units, schools, universities, churches and other non-profit organizations. We represent publicly traded companies, domestic subsidiaries of foreign companies, and privately held entities. The diversity of our client base and their human resource needs have given the team a broad range of experience in all aspects of employee benefits and executive compensation matters.

Mergers and Acquisitions.  In mergers and acquisitions, we advise employers on employee benefits and executive compensation matters and negotiate and draft the benefits provisions of sales agreements. We conduct due diligence regarding the employee benefits and executive compensation of target businesses. We also advise on plan mergers, spinoffs, transfers of assets and liabilities, partial terminations and benefit distribution issues. We have particular experience in dealing with multiemployer pension plans.

Commercial Lending.  In commercial lending, we advise borrowers and lenders on the employee benefits and executive compensation aspects of business loans and negotiate and draft the applicable provisions in loan agreements.

Workouts and Reorganizations.  In workouts and reorganizations, we advise debtors and creditors on employee benefits and executive compensation aspects of Chapter 11 and Chapter 7 bankruptcy filings and represent debtors in bankruptcy with respect to their benefit plans.

Benefit Plans.  Unlike many large firms, we not only support our transactional practices, but also maintain a substantial “benefits only” practice. We handle all aspects of section 401(k), pension, cash balance, profit-sharing, and stock bonus plans for our clients and obtain Internal Revenue Service approval for new and amended plans. As part of our executive compensation work, we deal with incentive stock option, nonqualified stock option, stock grant, employee stock purchase, stock appreciation rights and phantom stock plans of our clients. We also counsel clients on nonqualified deferred compensation (“top-hat”) plans, supplemental retirement plans, rabbi trusts, employment agreements, severance agreements, change-in-control agreements and retention bonus programs.

We counsel employers and lenders about all aspects of employee stock ownership plans (“ESOPs”). For example, we have assisted clients and their shareholders with section 1042 transactions (the rollover of gain on the sale of employer stock to the employer’s ESOP).

We advise our governmental clients about governmental plans and section 457 deferred compensation plans, and our tax-exempt clients about section 403(b) tax-deferred annuity and custodial account plans and section 457 deferred compensation plans.

We also work with health and accident, dental, severance, life insurance, dependent care and disability plans, including cafeteria (flexible benefit) plans, and voluntary employees’ beneficiary associations.

Advisory, Compliance and Consulting Services.  We advise our clients on compliance with COBRA, the Americans with Disabilities Act, the ADEA, and the Family and Medical Leave Act. We prepare annual returns/reports (Forms 5500) and forms used in the daily administration of our clients’ plans. We represent clients in IRS and Department of Labor audits and advise them about (and prepare filings under) the IRS’s Employee Plans Compliance Resolution System and the DOL’s Voluntary Fiduciary Correction Program and Delinquent Filer Voluntary Correction Program.

We advise our clients regarding fiduciary responsibility and prohibited transactions and we draft requests for DOL and IRS exemptions, opinions and rulings.

Assistance to Other Practices.  Our team works closely with a number of other practices in the firm, particularly with the Corporate and Securities practice group when employee benefits and executive compensation issues involving mergers, acquisitions, and sales of businesses arise and we help that practice group deal with securities issues involving employee benefits and executive compensation. We also assist the Investment Management practice group when ERISA issues arise in connection with the investment of money held by employee benefit plans and individual retirement accounts in mutual funds and other investment entities.