Venable attorneys help employers of all shapes and sizes develop and implement all manner of retirement, health, and executive compensation plans to attract and retain employees. Our experienced advisors explain complicated and convoluted regulations in clear, nontechnical terms so that clients can balance regulatory and reputational risks with operational realities.
We handle the full range of plan sponsors, individual employers and trustees of multiemployer plans, and nonprofit organizations and associations, as well as governmental entities and church-affiliated employers. Venable practitioners assist startups, Fortune 100 companies, and publicly traded and private businesses in virtually every industry sector.
The team's services cover the complete life cycle of employee benefit plans, including development and drafting, operation, amendments, corrections, day-to-day administration issues, audits, conversions, freezes, and terminations. Venable attorneys also advise employers on incentive compensation and compensation issues arising in mergers, acquisitions, financings, and other transactions. We guide clients through technical requirements and practical decision making so that the plans that emerge meet employer-specific needs and necessary compliance obligations to limit litigation exposure.
Members of our team also represent employers in investigations and audits by government agencies, including the Department of Labor (DOL), Internal Revenue Service (IRS), Department of Health and Human Services (HHS), and Pension Benefit Guaranty Corporation (PBGC). We have managed the response to numerous Health Insurance Portability and Accountability Act (HIPAA) incidents, including detailed disclosures to and negotiations with the Office of Civil Rights (OCR) at the Department of Health and Human Services (HHS). We have helped clients navigate their way through IRS claims that the client failed to file required Affordable Care Act (ACA) forms or that the client owes an ACA employer penalty.
We offer clients several approaches to solving a problem, laying out the advantages and costs of each option. We provide not just legal solutions, but tactics that apply know-how and business judgment to help clients determine what will work best for their organization.
Retirement Plans
Our attorneys regularly work with defined benefit, cash balance, 401(k), and profit-sharing plans for public and private sector employers. We have significant experience that includes advising nonprofits on 403(b) and 457 plans and governmental entities on their retirement plans. We routinely guide companies and nonprofits through the implementation, operation, and termination of these types of plans. Our attorneys are also well versed in counseling clients on Employee Stock Ownership Plans (ESOPs), from both the plan sponsor and transactional perspectives. To mitigate the risk of litigation or agency audits, we regularly manage corrections of operational and plan document errors through the IRS and DOL formal and self-correction programs.
Additionally, Venable practitioners advise businesses on tax issues as they relate to retirement and tax policy involving the U.S. Congress, the Treasury Department, the IRS, and state tax authorities.
Health and Welfare Benefits
Our team covers all manner of health and welfare benefit plans, with a focus on medical, dental, vision, life, disability, and employee assistance programs. We also assist with lifestyle accounts that support fitness and eldercare programs, as well as family-building benefit programs providing fertility, surrogacy, and adoption options.
A substantial portion of our work centers on the health benefits that matter the most to employees. We guide employers through the labyrinth of regulations imposed on major medical plans, including avoiding or minimizing penalties under the ACA, evaluating and adjusting plans to comply with the Mental Health Parity and Addiction Equity Act (MHPAEA), meeting the reporting and disclosure requirements of the Employee Retirement Income Security Act (ERISA), and extending continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA).
Beyond major medical plans, we also provide counsel concerning the wide array of account-based health plans, including flexible spending accounts (FSAs), health savings accounts (HSAs), and health reimbursement accounts (HRAs), including Individual Coverage Health Reimbursement Arrangements (ICHRAs). We assist clients with the establishment and operation of onsite clinics and testing programs.
As disability plans play an important role in providing employees with financial security, we help coordinate employer-sponsored disability programs that comply with or supplement a wide range of federal and state requirements. These include not only the federal Family and Medical Leave Act (FMLA), but also state-mandated short-term disability, paid sick leave, and paid family leave.
We have substantial experience with cafeteria plans (including opt-out arrangements and PTO buy-back arrangements), so-called voluntary plans, severance plans, commuter benefits, and educational assistance programs.
Executive Compensation
Our skilled advisors counsel public and private companies, private equity sponsors and their portfolio companies, boards of directors, compensation committees, and senior executives on the design, implementation, and administration of executive compensation and employee benefits matters.
Our team structures and negotiates the full spectrum of executive compensation and incentive arrangements, including employment agreements; equity and equity-based compensation; deferred compensation plans; annual and long-term incentive programs; employment, retention, change-in-control, and severance arrangements; restrictive covenants; and other compensatory and benefits arrangements.
As advisors to boards of directors and compensation committees, we help develop, negotiate, implement, and administer employment agreements, incentive compensation, equity compensation plans, and other performance-based programs. We regularly advise on executive transitions, succession planning, retention strategies, compensation governance, and executive compensation matters arising in mergers, acquisitions, and other strategic transactions.
Our attorneys also advise clients on the tax rules governing executive compensation, including Sections 83, 280G, 409A, and 457 of the Internal Revenue Code (the Code), helping clients develop tax-efficient compensation arrangements while navigating complex regulatory requirements.
In addition, we counsel on securities law matters related to executive compensation, including SEC disclosure requirements and proxy statement requirements, compliance with stock exchange listing standards, and addressing shareholder approval requirements.
Supporting Corporate Transactions
We advise buyers, sellers, investors, and management teams on compensation and employee benefits issues arising in all types of transactions, including acquisitions, sales, recapitalizations, financings, and initial public offerings. Our experience includes management incentive plans, transaction and retention bonuses, treatment of equity and equity-based awards in connection with the transaction, golden parachute issues under Code Sections 280G and 4999, compliance with Code Section 409A, structuring the assignment or assumption of benefit plans, and post-closing integration of compensation and benefits. When multiemployer pension plans are involved, we counsel clients regarding withdrawal liability related to the transaction.
Regulatory Counseling, Risk Mitigation, and Litigation Support
As laws and regulations change, we take the lead in making amendments that keep clients' plans in compliance. We monitor the sometimes unpredictable regulatory landscape to help ensure that clients are able to seize opportunities and leverage benefits and tax policy changes. Our significant involvement in the federal policy arena positions us to influence and track important legislative, regulatory, and market changes to provide effective, timely advice and ensure that our clients remain in compliance, lowering their chances of being targeted in high-stakes litigation. When necessary, we partner with Venable's litigators to handle disputes involving benefits claims, retiree medical cutbacks, breaches of fiduciary duty, and claims for equitable relief.