"The lawyers' timeliness, as well as their knowledge of our business make them a critical partner to us. My company is extremely satisfied with the work Calfee has done for us. They are thorough, creative, and responsive."
Client quote, Chambers USA
Overview
Calfee's nationally recognized Employee Benefits and Executive Compensation practice group advises business and governmental clients on managing their most challenging legal and business issues related to benefits and compensation.
In addition to extensive experience with tax-qualified retirement and employee health and welfare benefit plans, the group’s practice also has a significant focus on the design and implementation of sophisticated executive compensation programs, ESOPs, merger and acquisition matters, and ERISA litigation.
Our employee benefits attorneys are experienced in all types of benefit plans, including defined benefit pension plans, 401(k) plans, ESOPs, executive compensation arrangements, welfare plans, Voluntary Employees’ Beneficiary Associations (VEBAs), governmental plans, church plans, 403(b) plans and 457(b) plans. Areas of recent growth include forming ESOPs and pooled employer plans and negotiating pharmacy benefit management contracts.
Calfee represents publicly and privately held corporations, nonprofit organizations, banks and trust departments, and government entities in all phases of designing and administering employee benefit programs and related tax and fiduciary duty issues.
Calfee regularly advises large employers and governmental retirement systems on designing and administering their employee benefit plans, including drafting plan documents and summary plan descriptions, administering claims requests and appeals, and negotiating with recordkeepers, third-party plan administrators, pharmacy benefit managers, and other service providers.
In addition, Calfee advises clients with large pension plans and 401(k) plans on matters related to the investment of their plan assets, such as investment manager and adviser arrangements, investments in private equity and hedge funds, transition management arrangements, and compliance with regulatory requirements.
Noteworthy
Chambers USA Leading Law Firm Rankings
Since 2008, Calfee has been recognized as a Leading Law Firm for Employee Benefits & Executive Compensation by Chambers USA, most recently in Band 2 in Ohio (2023).
Clients provided feedback to Chambers USA researchers, "The firm is very responsive and offers hands-on involvement from partners. The lawyers have represented our interests very well in discussions and negotiations with third parties. The team knows our business well after years of service. The lawyers' timeliness, as well as their knowledge of our business, make them a critical partner to us. My company is extremely satisfied with the work Calfee has done for us. They are thorough, creative, and responsive. I have been impressed by the team and have strong confidence in its work and capabilities. I value responsiveness, and they have delivered that on a consistent basis. The team has a strong knowledge of benefit plans and an amazing ability to link things together. The Calfee team delivers excellent work."
Best Lawyers® “Best Law Firms” Rankings
Calfee was selected for inclusion in the 2024 "Best Law Firms" rankings in Litigation – ERISA (National Tier 2, Regional Tier 1 Cleveland) and Employee Benefits (ERISA) Law (Regional Tier 1 Cleveland).
Professionals
Professionals
Chair, Investment Management
Experience
Experience
Representative Clients
A list of Calfee's representative Employee Benefits and Executive Compensation practice clients includes the following:
- Align Capital Partners
- American Consolidated Industries
- Americhem, Inc.
- Automated Packaging Systems, Inc.
- CW Industrial Partners LLC (formerly CapitalWorks, LLC)
- The Catholic Diocese of Cleveland
- Chart Industries, Inc.
- Clark-Reliance Corp.
- Clearstead Advisors LLC (formerly known as Hartland & Co.)
- Covia Holdings Corporation
- Ferro Corporation
- Hartzell Propeller Inc. / Tailwind Technologies, Inc.
- Hickok Incorporated
- Hyland Software, Inc.
- Invacare Corporation
- The J. M. Smucker Company
- Keller Group, Inc.
- Key Bank Investment Services
- Kirkwood Holding Inc.
- Koroseal RJF International Corporation
- Linsalata Group
- MarshBerry
- MavenHill Capital
- Medical Mutual of Ohio
- Mettler-Toledo
- Morrison Products, Inc.
- MYR Group, Inc.
- Nestlé USA, Inc. and Nestlé Holdings, Inc., and related companies, including Nestlé Prepared Foods Co., Nestlé Purina Petcare Company and Nestlé Healthcare Nutrition, Gerber Products Company, Gerber Life Insurance Co. and Nestlé Dreyers Ice Cream Company
- Oatey Co.
- Ohio Highway Patrol Retirement System
- Oswald Companies
- Playhouse Square Foundation
- Royal Appliance Manufacturing Company
- RPM International Inc., and related companies, including Tremco Incorporated, Carboline Company, Day-Glo Color Corp. and Dryvit Systems, Inc., Rust-Oleum Corporation, DAP Products, Inc., and Zinsser Co., Inc.
- School Employees Retirement System of Ohio
- State Teachers Retirement System of Ohio
- Tradesmen International, LLC
Representative Matters
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Providing ongoing advice to two separate but related state-run retirement plans regarding benefit plan matters, including concerning the pension and healthcare arrangements these plans maintain. Notable recent projects included: (1) Advising the client on reviewing and negotiating a new services agreement with a large pharmacy benefit manager to provide pharmacy benefits to over 200,000 members covered under the retiree health plan; (2) Advising the client with respect to state law requirements for retiree health systems under the state’s new disclosure and transparency laws for health plan providers; (3) Advising the client with respect to a Request for Proposals and subsequent negotiations with third-party administrators for its retiree health plan as well as its pharmacy benefit management agreement.; and (4) Advising the client with respect to administrative and compliance questions related to its retirement pension plan, including questions regarding the application of the annual benefit limits under Section 415 of the Internal Revenue Code.
- Regularly advising a national leader in providing administrative services to pooled employer plans (“PEPs”), with respect to establishing and administering such plans and with respect to the merger of traditional 401(k) plans into PEPs.
- Regularly advising a hospital client on executive compensation and employee benefits matters. Recently, we advised the with respect to its internal review of employment and deferred compensation arrangements with members of the hospital’s senior executives.
- Regularly advising a health insurance company on legal issues that arise in the operation and administration of its employee benefits and executive compensation programs. Recently, Calfee advised the client with respect to separation agreements with executives who will be retiring at the end of 2023 and their entitlements under the company’s long-term and short-term incentive plans, non-qualified deferred compensation plans, and other arrangements. Calfee advised the client on questions arising from integrating benefit plans from companies it has recently acquired, and we are assisting with a multi-state assessment of state-level leave and benefits laws and advising on compliance thereunder.
- Regularly advising a large religious organization client with $125+ million in net assets on its day-to-day issues related to operating its various retirement and health plans. We advised the client on transferring employees from one client entity to another, which provides different benefit plans and the amendments necessary to effect the transition. We work with the client and several of its affiliated entities on day-to-day compliance issues for their benefit programs and advise the client on the impact on its group health plan of changes in law and regulations, including in connection with the COVID-19 crisis (and of the recent declaration of the end of the COVID-19 Public Health Emergency), as well as other state and federal laws or mandates.
- Advised a global manufacturing company and its Investment Committee on its fiduciary obligations with respect to monitoring and oversight of its employer stock fund, advised the company on its consideration of converting equity awards to cash-settled awards, and assisted with updating forms of various equity awards for the company. Calfee advised the company with respect to the treatment of various executive compensation arrangements through a bankruptcy process, including nonqualified deferred compensation plans and equity compensation awards. We continue to advise the client with respect to its post-bankruptcy compensation and benefits arrangements.
- Until 2022, a national consulting and advisory firm was an S-Corporation wholly owned by an Employee Stock Ownership Plan (ESOP). Calfee advised the client on the formation of its ESOP in 2016 and served as outside counsel to the ESOP and the Board of Directors, the ESOP’s named fiduciary. In 2022, the client terminated its ESOP, underwent a corporate reorganization, and sold a substantial interest to an outside investor. Calfee provided legal counsel on the benefits issues involved in the transaction, including terminating the ESOP, advising the client on seeking shareholder approval of the transaction, negotiating the purchase agreement with the outside advisor and the ESOP’s trustee, and designing and drafting an executive compensation program for key employees after the transaction. We provide day-to-day representation for the client with respect to its executive compensation programs and general employee benefit plans.
- Providing broad representation as to employee benefit matters and executive compensation matters to this Fortune 1000 global manufacturing client. Calfee regularly advises the client on M&A activity and its impact on the company’s retirement plans as well as on executive compensation matters. We also regularly advise the client on amending its various pension and 401(k) plans in connection with the acquisition of new companies within the company’s controlled group or the sale of companies from its controlled group. This client, with 15,000+ employees worldwide, sponsors several defined benefit and defined contribution plans for both non-union and union employees. Notable projects during the last year have included providing advice on 401(k) plan and pension plan integration issues resulting from acquisition and divestiture activities.
- Advising a publicly traded global manufacturing company with respect to (i) analysis of the company’s equity incentive plan under proxy voting guidelines from Institutional Shareholder Services; (ii) federal tax withholding requirements of supplemental wages earned under the company’s equity compensation plan.
- Representing the holding company of a global packaging provider with respect to the termination of the ESOP and other benefit plans, including in the UK and Europe. We counseled the client with respect to a pass-through vote on the sale by ESOP participants, and we also provided counsel with respect to the termination of the company’s retiree welfare programs, foreign subsidiaries’ employee ownership arrangements, a UK pension plan, and other executive and deferred compensation arrangements. In addition, the holding company became the sponsor of the ESOP in the transaction, and we continue to represent the client with respect to the termination of that plan, as well as other post-closing benefit aspects of the transaction, including those involving the UK pension plan and deferred compensation arrangements and related purchase price adjustments, and the benefits aspects of the winddown and dissolution of the holding company.
- Serving as sole Employee Benefits counsel and regularly advises this 30,000-employee client with respect to various matters related to its multibillion-dollar 401(k) plan trust and pension plan trust, and executive benefit plans including plan design, plan integrations, plan administration, service provider contracts, investment management and investment advisor agreements and related plan and trust terms. We also advise the client (in its plan sponsor and plan fiduciary roles) with respect to changes in law, including evolving Internal Revenue Service, Department of Labor (DOL) and Securities Exchange Commission (SEC) regulations. The engagements under the plans often require reviewing and negotiating investment advisory and other services agreements with the financial institutions and advising on related plan and trust provisions.
- Regularly providing a U.S. division of a global manufacturing company and its affiliated companies with advice on the operational and compliance issues underlying their health and welfare benefit plans for 53,000 employees, retirees, and respective dependents. Recent highlights include: (1) Negotiate and renew a multi-billion-dollar services agreement with its pharmacy benefit manager for prescription drugs and health plan third-party administrator; (2) Draft and negotiate a series of service agreements with vendors providing various benefit programs, e.g., mental health counseling, pet care, fertility and parenting advice, employee mental health services, backup childcare, HRA COBRA administration, and wellness plan services/benefits; (3) Assist on plan participant communications and distribution strategies; (4) Draft an updated Summary Plan Description covering all welfare benefits under one document and incorporating certain insured benefits and documents; (5) Advise on the design, establishment, and implementation of a Voluntary Employees’ Beneficiary Association (VEBA) as a funding vehicle for $1 billion in present value of retiree medical benefits; (6) Advise on the impact on its group health plan of changes in federal and state law and regulations, including in connection with the COVID-19 pandemic, including administering relief for flexible spending accounts, assistance in administering Consolidated Omnibus Budget Reconciliation Act (COBRA) subsidies, extensions and relief periods provided for under the American Rescue Plan Act (ARPA), and advising the company through COVID-19 vaccination programs and policies as well as the impact of the recent declaration of the end of the COVID-19 Public Health Emergency; (7) Assist in Mental Health Parity and Addiction Equity Act compliance; (8) Provide strategic and compliance advice related to welfare and fringe benefits imputed income issues; (9) Assist in the administration and integration/disintegration of employee welfare benefits in response to the company’s various acquisitions and divestitures.
- Regularly providing day-to-day employee benefits advice to a European company on its 401(k) plan, pension plan, defined benefit plan, and health & welfare benefits (including medical, dental, vision, life, disability, and cafeteria plan). Calfee also assists in certain U.S. employment compliance areas (including FMLA and wage & hour compliance). Calfee recently assisted with 401(k) plan nondiscrimination compliance and assisted the company’s health savings account administration and participant communications associated with their HSAs. Calfee has advised on the company’s retirement plan strategy in consideration of the current three-plan design approaches.
- Providing day-to-day employee benefits advice to a multistate metals industry company on its 401(k) plan and health & welfare benefits (including medical, dental, vision, life, disability, and cafeteria plan). We recently assisted in negotiating a settlement of a subrogation claim involving the company’s health plan and assisted the company’s SECURE 2.0 Act compliance and strategy for the company’s 401(k) plan. Calfee assists with the company’s medical plan on compliance with the Mental Health Parity and Addiction Equity Act and negotiation of service agreements with the company’s welfare benefit plan service providers.
- Advising a public, multinational technology company with respect to (1) administration of distributions and tax withholding under the company’s nonqualified deferred compensation plans; (2) compliance with the DOL’s requirements for top hat plan filings; and (3) analysis of “compensation” for nonqualified deferred compensation plan administration and distribution purposes.
- Advising a publicly traded multilevel marketing company with respect to (1) updating the eligibility and vesting provisions of the company’s non-qualified deferred compensation plan; and (2) advising the company on the treatment of short-term disability pay under the non-qualified deferred compensation plan.
Services
Services
Executive Compensation
- Employment and consulting contracts
- Equity and phantom equity compensation plans
- Incentive compensation/bonus plans
- Non-qualified deferred compensation (Section 409A)
- Change in control arrangements
- Supplemental executive retirement plans
- 401(k) wraparound plans
- 457(b) plans
- Executive perquisites
- Public disclosure and reporting requirements for publicly held companies
Qualified Retirement Plans
- 401(k) plans
- Pension, profit sharing, stock bonus plans and 403(b) plans
- Individual Retirement Accounts (IRAs)
- Cross-tested plans
- Cash balance plans
- IRS approval process
- Plan design and documentation
- Coverage and nondiscrimination testing support
- Governmental retirement plans
- Church retirement plans
Health and Welfare Benefits
- Self-insured health plans
- Health Savings Accounts
- Health Reimbursement Accounts
- Pharmacy Benefit Management (PBM) arrangements
- Retiree Health Plans
- Medicare Parts C and D
- Employer Group Waiver Plans (EGWPs)
- Cafeteria (Section 125) Plans
- Flexible benefit plans
- VEBAs
- Governmental health plans
- Church health plans
- Affordable Care Act compliance
Investment Management
- Investment Management Agreements for separate accounts
- Investments in private equity funds, hedge funds, real estate funds, collective investment trusts, infrastructure funds
- Arrangements with 3(38) and 3(21) fiduciary managers and advisors
- Transition management arrangements
- CFTC, NFA, and ISDA compliance
- Investment policy statements
Regulatory Compliance
- Regulatory interpretation
- Fiduciary compliance
- Reporting and disclosure
- Investment management compliance
- ACA, HIPAA, and COBRA compliance
- IRS and DOL audits
- IRS and DOL correction programs
Mergers and Acquisitions
- Transaction structuring
- Compliance and liability analysis
- Defined benefit and multi-employer plan liabilities
- Plan mergers and spin-offs
ESOPs
- Alternative equity transfer techniques
- Analysis of stock redemption issues
- Assistance in obtaining appraisals and financing
- Corporate governance and equity issues
- S corporation ESOPs
- Phantom and synthetic equity arrangements
ERISA Litigation
- Disputed benefit claims (administrative proceedings and litigation)
- Breach of fiduciary duty claims
- Discrimination claims under ERISA Section 510
- COBRA claims
- Multi-employer withdrawal liability claims
- Department of Labor proceedings
News & Events
News
Events
Blog Posts
