Employee Benefits & Executive Compensation
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Robust employee benefits and executive compensation are important tools for attracting, retaining and incentivizing a quality workforce, but the numerous laws, regulations, court decisions, rulings, notices and “soft guidance” make it a challenge for employers to provide a suitable package of compensation and benefits to their employees.

Jones Walker LLP’s employee benefits and executive compensation team helps clients attain their business objectives within a complex regulatory environment, enabling clients to implement benefits and incentives that are of vital importance to their employees while maintaining legal compliance.

Employee Benefits

Our employee benefits team provides a wide range of representation and advice in connection with the design, preparation, implementation, and administration of the entire spectrum of retirement and savings plans, including:

  • Pension
  • 401(k)
  • 457
  • 403(b)
  • Profit Sharing
  • Employee Stock Ownership Plans (ESOPs)
  • Non-qualified Deferred Compensation Plans
  • Supplemental Executive Retirement Plans (SERPs)

We prepare and review plan documents, summary plan descriptions, and plan communications; apply for IRS determination letters; assist plan sponsors in correcting plan defects; assist plan sponsors with U.S. Department of Labor and IRS audits; and generally counsel employers on all aspects of plan administration.

Our attorneys have helped numerous clients evaluate whether an ESOP is appropriate for their companies, and have designed and drafted ESOPs and related documents and implemented ESOPs for both public and private companies. Our ESOP clients range from small employers, Subchapter S corporations, employee-owned companies and large public companies.

Our employee benefits team works closely with our trial attorneys in complex ERISA and employee benefits litigation, including the defense of benefit claims and fiduciary litigation. We also work with corporate counsel in negotiating benefits provisions in merger and acquisition transactions, conduct due diligence of seller plans and arrangements, and assist with post-closing benefits transition and integration issues. Our team also consults on employee benefit issues arising in financial institution lending, labor and employment law.

We counsel clients on the full spectrum of welfare benefit plans, including:

  • Health Plans
  • Flexible Benefit (Cafeteria) Plans
  • Health Savings Accounts (HSAs)
  • Health Reimbursement Arrangements (HRAs)
  • Multiemployer Welfare Arrangements (MEWAs)
  • Voluntary Employees Beneficiary Association (VEBAs)
  • Severance Plans
  • Fringe Benefit Plans

We advise clients regarding many related laws and issues, including the Patient Protection and Affordable Care Act (ACA), Consolidated Omnibus Reconciliation Act (COBRA), the Health Insurance Portability and Accountability Act (HIPAA), the Uniformed Services Employment and Reemployment Rights Act (USERRA), and the Family and Medical Leave Act (FMLA). We also assist with individual employee issues, such as foreign nationals’ participation in United States employer plans, estate planning for retirement distributions, and IRA, Roth IRA and SEP-IRA issues.

Executive Compensation

At every stage in a company's development—from startup, through initial public offering, mergers and acquisitions, to strategic exits and wind downs—executive compensation is a key component of any successful business strategy. To attract and retain top leadership, organizations need legal advisors with a deep understanding of the economic, legal, and regulatory forces that play a role in strengthening the important relationships between businesses and senior executives.

Jones Walker has extensive experience advising companies on the full range of executive compensation matters, with an in-depth understanding of the day-to-day and long-term business and regulatory issues our clients face. Our executive compensation advice is comprehensive, as we are not only skilled in those areas of law that are traditionally associated with executive compensation, including taxation and labor and employment law, but we also focus on the state and federal securities law implications of compensation and applicable regulatory aspects. We address executive compensation issues for all types of entities, including partnerships, LLCs, S-Corporations, and publicly-traded, private and non-profit corporations.

Our executive compensation experience includes the following:

Executive compensation plan design and structuring. We develop, negotiate, and review a broad range of nonqualified and qualified compensation arrangements:

  • Annual Incentive Plans
  • Long-Term Incentive Plans
  • Stock Incentive Plans and Award Agreements (including options, restricted stock, performance awards)
  • Employee Stock Purchase Plans (qualified and nonqualified)
  • Deferred Compensation Plans
  • Split-Dollar and other life insurance arrangements
  • Employment Agreements
  • Change of Control and Severance Plans and Agreements
  • Retention Plans
  • Supplemental Defined Contribution and Defined Benefit Plans
  • Summary plan descriptions and participant communications

Public company disclosures and reporting. We assist our publicly-traded clients with preparing all required disclosures and other regulatory filings related to executive compensation, including the following:

  • Annual and special meeting proxy statements, including the CD&A
  • Forms 8-K
  • Section 16 filings
  • Section 13 filings
  • Forms 144
  • "Top Hat" notices

Regulatory compliance and corporate best practices. We help clients develop policies and procedures to ensure that they comply with federal and state tax and other regulatory and listing requirements, and that they are aware of current best practices in corporate governance, specifically in the following areas:

  • IRC Section 162(m)
  • IRC Section 409A
  • IRC Section 280G
  • NYSE, NASDAQ, and other listing requirements
  • Proxy voting guidelines (such as those issued by ISS, Glass Lewis, and major institutional investors)
  • Corporate governance ratings (such as those issued by ISS and GMI)
  • Tax controversy
  • Plan administration
  • Plan defect corrections
  • Accounting rules
  • Internal compliance audits

Corporate transactions. We counsel clients on compensation issues that arise in conjunction with mergers, acquisitions, divestitures and joint ventures, including:

  • Due diligence
  • Conversion and assumption of equity
  • Change of control payments
  • IRC Section 280G issues (parachute payments)
  • Retention plans
  • Post-transaction integration

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Jones Walker’s Employee Benefits & Executive Compensation client list is as extensive as the services we provide, and includes non-profits, small businesses, mid-sized companies, and major national and international corporations, as well as their boards of directors, compensation committees, and individual executives. In many cases, we began advising clients with a local or regional presence, and have continued to provide counsel through periods of rapid growth and as they evolved into mature enterprises with a national and international presence.

We understand the issues that face all employers, as well as the unique challenges and opportunities that arise within specific industries and throughout the lifespan of a business. We offer clients an ideal blend of performance and value, combined with a commitment to high-quality service.