| Biography:
James C. Williams is a partner in Proskauer Rose LLP’s Employee Benefits and Executive Compensation Group in Los Angeles. Jim advises employers on all aspects of employee benefits and executive compensation matters. His clients include publicly held and private companies, as well as universities, schools, tax-exempt organizations, multi-employer plans, and governmental entities. Jim also represents companies and organizations that provide employee benefits services to employers, such as financial institutions, plan administrators, and consultants.
Jim advises companies on the design, formation, and operation of qualified retirement plans, including defined benefit pension plans, profit sharing plans, 401(k) plans, ESOPs, and 403(b) plans. Clients also consult him on the redesign and restructuring of broad-based retirement programs, including restructuring initiatives prompted by mergers, acquisitions, spin-offs, and cost-savings.
Jim assists employers in conducting comprehensive compliance reviews of their qualified plans and represents clients before the IRS and Department of Labor with respect to those agencies’ corrections programs. In addition, he advises clients on the design, formation and operation of employee welfare benefit plans, including health plans, cafeteria plans, and fringe benefit plans. He provides advice to clients on COBRA issues and funding post-retirement medical obligations.
Jim has broad experience with Title I ERISA matters, including reporting and disclosure issues, fiduciary responsibility issues, prohibited transactions, and DOL enforcement actions. He advises employers, advisors, lenders, and trustees with respect to employee benefit plans’ participation in private equity and lending arrangements, including advice concerning the plan asset rule of ERISA.
In the area of executive compensation, Jim counsels clients with respect to the creation and operation of equity compensation arrangements, including stock options and restricted stock plans, phantom stock plans, SARS, and long-term performance plans. He has assisted U.S. multinational corporations with regard to global equity arrangements, and has provided advice to public multinational corporations based abroad on extending their parent company equity plans to executives of their U.S. subsidiaries. In the area of deferred compensation, Jim has provided advice and counsel to clients concerning nonqualified deferred compensation arrangements, discounted stock option plans, section 457 plans, and grantor (rabbi) trust and secular trust arrangements.
Jim regularly represents clients with respect to the employee benefits aspects of mergers and acquisitions, including due diligence, negotiations, and post-transaction benefits integration. This representation includes advice on golden parachute excise tax issues, successor employer issues under COBRA, and termination and withdrawal issues.
Prior to joining the Firm, Jim was a partner at McGuireWoods in Chicago. He also served as a principal at Deloitte & Touche, where he directed all employee benefit and executive compensation matters handled by the firm’s Chicago tax practice.
Jim earned his J.D. from the University of Connecticut. He also holds an M.L.T. degree from the College of William and Mary and a B.S. from Georgetown University. Jim is admitted to practice in Connecticut, the District of Columbia, and Illinois.
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