Cooley's Compensation & Benefits group addresses our clients' needs to compensate, reward and protect their employees and other services providers. We bring together the ERISA, tax, corporate, labor and securities law skills necessary to deal effectively with the structuring and administration of our clients' most complex compensation and benefit programs. Combined with our Employment & Labor practice, we are able to provide clients with a nationwide legal network devoted to human resources matters.
Our attorneys have broad experience with all aspects of compensation and benefits programs, including:
- Tax-qualified pension and profit-sharing plans (such as 401(k), employee stock ownership and defined benefit plans)
- Equity compensation plans
- Nonqualified deferred compensation and other executive compensation plans
- Severance plans (including change in control arrangements)
- Incentive bonus programs
- Health and other welfare benefit plans (including flexible benefit programs)
We regularly work with employers on projects driven by special needs, including employee benefits issues raised by mergers and acquisitions, workforce reductions and equity incentive programs for employers with expanding foreign operations.
We are well versed in all aspects of executive compensation, including proxy statement disclosure under the new, comprehensive SEC rules; the design, drafting and implementation of compensation plans; and the tax, securities law, ERISA, bankruptcy and corporate governance aspects of compensation programs and policies. We have extensive experience in formulating and negotiating employment and severance arrangements for senior executives, including change in control agreements and indemnification agreements, and dealing with "golden parachute" issues.
We have assisted with investment transactions and management and consulting arrangements involving pension plan assets, including investments by pension plans in venture capital funds and hedge funds. We have drafted and implemented a wide range of investment management arrangements for plans subject to ERISA and other fiduciary duty requirements and have frequently addressed questions concerning prohibited transactions, fiduciary duties and unrelated business taxable income.
With the assistance of our litigators, we have represented clients in disputes over employee benefits and allegations of breach of fiduciary duty. We have also handled investigations by the U.S. Department of Labor (DOL) and the Internal Revenue Service (IRS) that involved the operation of employee benefit plans and the managers of their assets; and we regularly assist clients with the IRS and DOL voluntary correction programs and in negotiations with the Pension Benefit Guaranty Corporation.
Our clients—ranging from emerging growth companies to large public corporations, as well as CEOs, other members of senior management, boards of directors, individual directors and fiduciaries of employee benefit plans—view us as their problem solvers, not just dispensers of legal knowledge. Our approach is grounded on the importance of delivering our services with technical proficiency, a prompt response, creativity, practical application and genuine concern.