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ERISA
Our multi-disciplinary practice includes:
Ropes & Gray has one of the deepest and most experienced compensation, benefits, and employment practices in the country. We have a proud legacy of assisting clients with all aspects of ERISA, compensation, and benefits issues. We emphasize practicality and creativity in an area that is complex and heavily regulated.
Our practice extends from day-to-day planning and advice to special design projects, mergers and acquisitions, fund formation and investment, fiduciary guidance, compliance initiatives, government enforcement, and ERISA-related litigation. We collaborate effectively with colleagues in adjunct Ropes & Gray practice groups, are in close touch with government personnel, hold leadership positions at key publications and associations, and contribute frequently at national conferences. We are uniquely positioned to provide insight on market trends, enforcement priorities, and problem-solving approaches.
Questions? Please contact Loretta R. Richard in Boston or Andrew L. Oringer in New York.
Rankings
- Chambers Global 2010: The World's Leading Lawyers for Business – Ranked internationally as a leading "Corporate/M&A" practice, "Private Equity" practice, "Private Equity: Buyouts" practice, "Investment Funds: Private Equity: Fund Formation" practice, and "Tax" practice, with multiple attorneys listed as leaders in the field.
- Chambers Global 2010: The World's Leading Lawyers for Business – Ranked as having leading "Litigation: Trial Lawyers" in the United States.
- Chambers Asia 2010: Asia's Leading Lawyers for Business – Ranked in Asia as a leading "Private Equity: Hong Kong-based: Buyouts" practice, with two attorneys listed as leaders in the field.
- Chambers USA 2010: America's Leading Lawyers for Business – One attorney listed nationally as a leader in the field for their work in "Health Care: Regulatory & Litigation;" one attorney listed nationally for their work in "Litigation: Trial Lawyers law;" and four attorneys listed nationally for their work in "Employee Benefits & Executive Compensation."
- Chambers USA 2010: America's Leading Lawyers for Business – Ranked nationally as a leading "Privacy & Data Security" practice, "Corporate/M&A: The Elite" practice, "Investment Funds: Private Equity: Fund Formation" practice, "Private Equity: Buyouts" practice, and "Tax" practice, with multiple attorneys listed as leaders in the field.
- Chambers USA 2010: America's Leading Lawyers for Business – Ranked in California, the District of Columbia, Massachusetts, and New York as a leading "Health Care" practice, with multiple attorneys listed as leaders in the field. Also ranked in the District of Columbia as a leading "Health care: Pharmaceutical/Medical Products Regulatory" practice, with two attorneys listed as leaders in the field.
- Chambers USA 2010: America's Leading Lawyers for Business – Ranked in Massachusetts and New York as a leading "Litigation: General Commercial" practice, with multiple attorneys listed as leaders in the field.
- Best Lawyers in America 2010 – Ranked #1 nationally for its work in "Private Funds Law," with 11 attorneys listed as leaders in the field.
- Best Lawyers in America 2010 – Ranked #1 in Massachusetts for its work in "Health Care Law," "Employee Benefits Law," "Private Funds Law," and "Tax Law," with multiple attorneys listed as leaders in the field.
- Best Lawyers in America 2010 – Ranked #1 in the District of Columbia for its work in "Professional Malpractice Law," with one attorney listed as a leader in the field.
- Best Lawyers in America 2010 – Three attorneys listed as leaders in the field in Massachusetts for their work in "Labor and Employment Law" and multiple attorneys listed as leaders in "Mergers and Acquisitions Law," "Private Equity: Buyouts" and "Private Equity: Fund Formation."
- PLC Which Lawyer? Yearbook 2010 – Ranked nationally as a recommended firm in "Corporate/M&A" and in "Tax."
- PLC Which Lawyer? Yearbook 2010 – Ranked in Massachusetts as a leading firm in "Labor & Employment Benefits" and "Dispute Resolution," with five attorneys recognized as leaders in the field.
- PLC Which Lawyer? Yearbook 2010 – Multiple attorneys recognized in New York for their work in "Employee Benefits & Pensions" and in New York and the United Kingdom for their work in "Private Equity: Debt Finance."
Employee Benefits: Retirement, Health and Welfare Plans Generally
We have extensive knowledge and experience in the design, implementation and administration of tax-qualified retirement and health and welfare plans, areas in which we coordinate efforts with our leading Health Care, Public Company, Private Equity, and Colleges & Universities practices. With the unique added depth provided by the actuaries and consultants in our Benefits Consulting group, we analyze complex issues to provide efficient solutions for day-to-day concerns. Our practice includes:
- Designing and drafting a wide range of benefit plans and arrangements
- Full-service advice regarding tax-qualified retirement plans
- Advice regarding funding of defined benefit plans
- Providing ongoing compliance and operational advice
- Assisting clients with the selection of service providers
- Analyzing proposed health care rate increases
- Assessing financial reporting valuations (FAS 106)
- Negotiating with insurance carriers
We provide sophisticated and targeted analysis for plan redesign studies and funding models. We have been called upon to handle complex negotiations with the Pension Benefit Guaranty Corporation and trustees of multiemployer pension plans.
Our market leading Tax-Exempt Organizations practice has enabled us to advise organizations from coast to coast on their unique compensation and benefits issues. We are market leaders in developing, implementing, and assisting in the administration of qualified and nonqualified employee benefit plans for universities, hospitals, churches, museums, and other not-for-profit institutions. Our lawyers have been nationally recognized for their extensive work with 403(b) plans, and we maintain close relationships with top regulatory officials, keeping our clients apprised of the government’s latest information and thinking.
Executive Compensation
The Executive Compensation practice provides advice in both transactional and non-transactional settings. We work with public and private employers, and with funds, fund sponsors, and other investors, to ensure that executive and performance-based compensation plans, including equity-based arrangements, are competitive in the market while complying with the complex and cross-disciplinary web of rules that typically apply.
Our executive compensation practice regularly advises on:
- Equity-based compensation (stock options, restricted stock and stock units, SARs, and other arrangements, including partnership equity-based plans)
- Elective and non-elective deferral plans, including supplemental benefit arrangements for key managers
- Incentive programs
- Tax compliance: Sections 83, 162(m), 409A, 457 and 457A
- Compliance with U.S. federal and other securities laws, including disclosure requirements
- Change-in-control arrangements and the "golden parachute" rules
- Employment, severance, and similar agreements
- Special-industry compensation issues (e.g., TARP)
- "Rabbi" trusts and similar funding arrangements
Fiduciary Advice
Our ERISA lawyers team extensively with our market-leading Investment Management, Hedge Funds, and Private Investment Funds practices, which has enabled us to represent a wide range of investment management and private equity clients, helping them stay out of ERISA or live under it—as circumstances dictate.
We regularly advise on a wide variety of fiduciary issues, including:
- Fund formation and LP investment
- Fund transactions and investments
- "Plan Asset" rules and structuring
We represent banks and other financial institutions, managers, fund sponsors, trustees, and other plan fiduciaries. Our services for those clients cover:
- Day-to-day counseling
- Proprietary products
- Swaps, ISDAs and similar instruments
- Department of Labor (DOL) exemption requests and requests for advice
Our relationships with DOL personnel are extensive, and we are frequently on panels with senior policymaking officials. One of our partners recently testified before Congress regarding controversial DOL regulations governing investment advice, and we have been involved in key bar association and other activities that help shape the application rules.
Employee Benefits: Transactional Support
We have an unusually comprehensive and coordinated approach to benefits and employment in the transactional context of drawing upon all of the practice areas described above. Coordinating with our private equity, M&A and securities lawyers, our transactional support includes:
- Analysis and diligence inquiries relating to pension, welfare and other compensation plans
- Transition-related advice, including the establishment of new plans
- Integration and implementation of employment and equity-based and other executive compensation arrangements
- "Golden parachute" and other change-in-control arrangements
- Collective bargaining and other labor and employment matters
- Attention to international issues
Our Benefits Consulting group enables us to provide additional value-added assistance with quantitative analyses that frequently arise in the transactional setting.
Labor and Employment
Our full-service Labor and Employment practice covers all types of employment and labor issues—from counseling clients on employment-related issues to controversy work in the courts and administrative agencies. Our employment lawyers regularly provide advice regarding individual agreements and restrictive covenants, including noncompetition provisions and provisions relating to trade secrets and confidential business information. We counsel clients on workplace issues and represent private- and public-sector employers.
Our lawyers have substantial employment and labor background and include a former National Labor Relations Board lawyer, a former gubernatorial appointee to the Advisory Board of the Massachusetts Commission Against Discrimination, and a former lawyer in the office of the general counsel at a prominent Ivy League university.
We have fully developed proficiency in both the union and non-union setting. We advise clients on the standards issued by the Occupational Safety and Health Administration, and represent employers in related administrative proceedings. Beyond that, our services cover:
- Federal and state employment discrimination
- Affirmative-action programs and audits
- Personnel policies and practices
- Wage and hour policies
- Other employment-related compliance matters
- Supervisory training focusing on effective employee relations
- Plant closings and layoffs under the so-called "WARN" statute and state mini-WARNs
Ropes & Gray's Collective Bargaining practice extends to such labor matters as union-organizing drives and elections, union grievances, unfair labor practices, and strike contingency plans. In one of our many contract negotiations, we helped forge a precedent-setting labor agreement in a major health care system. Click here to learn more about our general Labor & Employment practice.
ERISA Litigation
Our ERISA Litigation group draws upon years of high-profile class action litigation experience and a robust Employee Benefits practice. The development of our ERISA litigation practice includes representing institutions in the U.S. Supreme Court in historic seminal litigation that has helped shaped the jurisprudence surrounding ERISA (Hancock v. Harris Trust). We are currently involved with high-profile ERISA litigation, including litigation for our money-manager clientele, and our practitioners lead a key annual PLI summit on ERISA litigation.
In today's challenging corporate environment, our ERISA litigation team handles a variety of issues facing employee benefits practitioners including:
- Class action and multi-district litigation
- Employer stock litigation
- Litigation involving potential fiduciary liability arising in connection with the recent financial crisis
- Cash balance litigation and other qualified retirement plan controversies
- Retiree health and welfare benefits
- ESOPS
- U.S. Department of Labor fiduciary investigation and compliance audit
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