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Practices Practices Section


Employee Benefits & Executive Compensation

Overview Press Room


The complexity and heightened scrutiny surrounding executive compensation arrangements and employee benefits plans and their assets continue to grow. Proskauer’s Employee Benefits & Executive Compensation Group is at the forefront of addressing the unfolding legal and business developments affecting these arrangements and plans, and is formulating innovative, practical and proactive legal strategies.

The depth of our group, both in number of lawyers and years of experience, enables us to represent clients with experienced professionals at the appropriate level while controlling costs and minimizing response time. This ability to provide prompt, high-quality advice to our clients and communicate even the most technical and complex legal concepts in an intelligible and pragmatic manner is a hallmark of our practice.

Unusual among employee benefits practices at major law firms in the U.S., our Practice Center integrates the extensive resources of Proskauer’s employee benefits, ERISA, executive compensation, public and private investment funds, tax and litigation lawyers. Our counsel enables clients to manage their benefit plans and investments in a prudent manner, while avoiding costly multibillion-dollar, lengthy litigations, government agency audits and investigations, and scrutiny by the media and other outside parties.

Our benefits clientele include many of the most prominent local, national and international businesses, as well as public employers, cultural and philanthropic institutions and other not-for-profit entities and public interest groups. We represent hundreds of single-employer, multi-employer and collectively bargained pension plans, welfare benefit and other plans that cover a total of well over one million participants with aggregate asset bases exceeding $100 billion. These include pension, profit-sharing, annuity, 401(k), employee stock ownership, stock bonus, stock option, phantom stock, tax-sheltered annuity and thrift plans. We also represent various group life insurance, medical, hospitalization, dental, optical, vacation, broad-based severance, legal, training, cafeteria, Voluntary Employees’ Beneficiary Association, and other health and welfare and fringe benefit plans.

We provide extensive advice to public and private companies concerning executive compensation matters, including equity-based compensation, bonus arrangements, supplemental retirement and deferred compensation plans, executive employment and severance arrangements, and securities law compliance. In this context, we counsel clients on the tax, ERISA, corporate securities, stock exchange, employment law and accounting issues affecting executive compensation planning.

In addition, we advise employers and senior executives in the negotiation and implementation of employment agreements, including provisions dealing with post-employment restrictions. We have been involved in some of the most publicized executive compensation arrangements and have broad experience in advising a full spectrum of entities, from the Fortune 100 to start-ups, biotech and high-tech, to traditional Wall Street entities, private equity and hedge funds.

Our lawyers advise in issues involving U.S. governmental agencies such as the Internal Revenue Service (IRS), Department of Labor (DOL), Pension Benefit Guaranty Corporation, Department of Justice, Centers for Medicare and Medicaid Services, and the Securities and Exchange Commission. Additionally, we frequently advise clients in connection with various “correction” and “amnesty” programs sponsored by the IRS and DOL.

We are active in prosecuting and defending a wide variety of fiduciary duty claims on behalf of employee benefit plans, plan trustees and plan service providers. These include claims arising from significant plan investment losses, claims challenging plan amendments or terminations, and claims challenging plan restrictions on particular types of coverage. In many of these cases, we have been instrumental in fashioning imaginative and practical settlements that have yielded significant recoveries for our clients while averting unnecessary litigation costs. We also assist clients in interpreting and enforcing fiduciary liability insurance and fidelity bond policies, and negotiating complex settlements with insurance carriers.

We have established an excellent reputation among the various governmental agencies, which enhances our ability to forestall or resolve contemplated litigation against our clients.

Given the substantial asset bases and participant populations of the plans we represent, we frequently counsel clients — in conjunction with our corporate, securities, banking, real estate and bankruptcy groups — on the fiduciary, unrelated business taxable income consequences and other legal aspects of plan investments. Many of these clients have extensive interests in various alternative investments that include real estate, general and limited partnerships, limited liability companies, venture capital, real estate investment trusts, private equity and hedge funds, and funds of funds. We negotiate and draft all necessary agreements in connection with such investments, as well as with banks, trustees, custodians, investment managers, insurance companies, third-party administrators and other service providers.

We regularly advise clients on complex legal issues relating to global custody of plan assets, securities lending arrangements, soft-dollar brokerage arrangements and commission recapture programs, as well as fiduciary liability, directors and officers, and other types of insurance policies.

The Practice Center is recognized for being one of the largest and most prominent practices of its kind, and is one of the very few go-to groups for benefits, compensation and ERISA litigation matters. Chambers USA calls us a “juggernaut” in the ERISA world. In addition, Chambers USA has said: “Clients praise this large and talented group for its deep and broad expertise in all aspects of employee benefits and executive compensation law.”

Our partners are ranked in the top tiers of Chambers USA and The Legal 500 United States, where they are noted for their “excellent work on executive compensation matters,” having “great breadth of knowledge,” and their adeptness at “handling complex situations where competing viewpoints need reconciling.” Two team members were noted, respectively, as “arguably the best-known ERISA litigator in the country” and an “ERISA god.”

Our lawyers also have been recognized by The National Law Journal, Human Resource Executive, The American Lawyer, Super Lawyers, The Best Lawyers in America and others, as among the top employment and benefits practitioners in the country.

Areas of focus

  • Single-employer and multi-employer retirement plans
  • Executive compensation
  • Business transactions
  • Public and private plan investment funds and fiduciary investment issues
  • ERISA litigation
  • Health and welfare plans
  • Benefits for tax-exempt institutions