ERISA, Employee Benefits, and Executive Compensation
Overview
Nutter has more than 40 years of experience advising clients on employee benefits and executive compensation matters. We counsel clients of every size and across every industry—from closely held businesses and emerging companies to large public corporations and multinational enterprises—as well as tax-exempt and governmental employers, boards of directors and compensation committees, plan administrators and trustees, investment and fiduciary committees, financial institutions, and individual executives. We help clients design, implement, and administer benefit and compensation programs that are practical, compliant, and cost-effective, including qualified and non-qualified retirement plans, health and welfare plans, fringe benefits, equity and incentive arrangements, executive compensation, and deferred compensation arrangements.
We serve as a trusted advisor on fiduciary responsibilities and obligations, plan compliance and administration, including the correction of unintended plan errors, plan governance, and fiduciary best practices. We help clients navigate Internal Revenue Code section 409A and address employee benefits and executive compensation issues in mergers and acquisitions. When disputes arise, we represent plan sponsors and fiduciaries in benefit claims and appeals, as well as audits, examinations, and investigations before the U.S. Department of Labor, the Internal Revenue Service, and the Pension Benefit Guaranty Corporation.
Our executive compensation work spans the design, negotiation, and implementation of equity and equity-based incentives, annual and long-term incentive programs, employment, retention, severance, and change-in-control arrangements, and non-qualified and supplemental retirement plans. We guide public and private companies, boards of directors, and compensation committees through the tax and corporate governance considerations that shape these programs, and we counsel individual executives on the negotiation and structuring of their compensation packages.
Our representation encompasses ongoing compliance with ERISA, the Internal Revenue Code, and other federal and state laws affecting compensation and employee benefit arrangements.
What We Do
Representative services provided by members of the practice group responsible for ERISA, employee benefit, and executive compensation matters include:
Retirement Plans
- Advising on the design, administration, and tax compliance of qualified retirement plans, including 401(k), profit-sharing, defined contribution, and defined benefit pension plans, as well as 403(b), 457, and other tax-favored retirement arrangements Developing and implementing internal audit and self-correction procedures for operational failures, including failures that could adversely affect a plan’s tax-qualified status, and correcting errors through available federal correction programs
- Counseling tax-exempt and governmental employers on 403(b), 457(b), and 457(f) arrangements, and advising on the distinct rules applicable to church, governmental, and multiemployer plans, including withdrawal liability; and assisting associations and membership organizations with the establishment and operation of multiple employer retirement plans
Fiduciary Matters
- Counseling plan sponsors, fiduciaries, trustees, and committees regarding fiduciary standards of conduct, governance, and best practices for fiduciary decision making, including fiduciary training designed to mitigate risk
- Advising on ERISA and Internal Revenue Code prohibited transaction rules, including transactions involving fiduciaries and other parties-in-interest, and reviewing service provider, investment management, trust, and recordkeeping agreements, including related fee disclosure and reasonableness requirements
Health and Welfare Benefits
- Advising on health and welfare benefits , including insured and self-insured group health plans, cafeteria and Section 125 plans, flexible spending arrangements, health savings accounts, health reimbursement arrangements, long-term care arrangements, and severance plans, including ERISA, ACA and COBRA related compliance issues
- Drafting employee communications regarding employee benefits
Executive Compensation
- Designing, drafting, and advising on executive compensation arrangements, including equity and equity-based incentives, stock options, restricted stock and restricted stock units, phantom equity, profits interests, annual and long-term incentive programs, and employment, retention, severance, and change-in-control agreements
- Advising public and private companies, boards of directors, and compensation committees on tax and corporate governance considerations affecting executive compensation, including Internal Revenue Code section 409A
- Structuring non-qualified deferred compensation and supplemental executive retirement plans, including top-hat plans and SERPs, rabbi trusts and other funding arrangements
Transactions and Regulatory Matters
- Conducting employee benefits and executive compensation due diligence in mergers, acquisitions, divestitures, financings, and other transactions, and addressing the integration, transition, merger, or termination of plans before and after closing
- Representing plan sponsors, administrators, and fiduciaries in audits, examinations, investigations, and other proceedings before the U.S. Department of Labor, the Internal Revenue Service, and the Pension Benefit Guaranty Corporation
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Experience
- Fog Solutions, Inc.
Nutter served as legal counsel to Fog Solutions, Inc., a premier data and AI firm, in its sale to Nimble Gravity, a global consultancy specializing in AI, data, and software engineering.
- Essco Calibration Laboratory
Nutter served as legal counsel to Essco Calibration Laboratory in its sale to Transcat, Inc. (Nasdaq: TRNS), creating a dominant presence for Transcat in the New England market providing specialized, high-end calibration services to multiple industries, including life sciences, industrial, and aerospace and defense.
