• Asset Management

  We count among our clients institutional and benefit plan investors, investment professionals, and investment funds whom we assist with important and complex fiduciary and structuring issues. With the firm’s Asset Management Group, we help design complex financial products for funds and institutional investors, with particular focus on ERISA issues affecting the participation by employee benefit plans in investment funds and asset securitizations.

  We also help clients avoid prohibited transactions and other fiduciary breaches under ERISA and the Internal Revenue Code and assist them in applying the ERISA plan asset regulations. Additionally, we advise investment advisers in satisfying the qualified professional asset manager (QPAM) requirements and help our private equity and real estate clients satisfy the requirements to qualify as venture capital operating companies (VCOCs) or real estate operating companies (REOCs).

• Compensation Committee Representation

  We are among the leaders in the industry in providing comprehensive legal services directly to compensation committees, helping them comply with continuously changing best practices and regulations regarding public company executive compensation. We also assist compensation committees in designing, negotiating and drafting compensation programs and policies that directly link executive compensation with long-term performance of the company.

• Corporate and Partnership Representation

  We devote a significant portion of our practice to navigating the complex tax, regulatory and accounting restraints that arise when designing, negotiating, drafting and implementing plans, programs and policies to compensate, attract and retain key executives, employees, partners and board members. We have experience designing a wide variety of different compensatory arrangements, including:

  • employment, change in control, retention, consulting, severance and "golden parachute" plans and agreements;
  • equity-based incentive programs, including stock options, stock appreciation rights (SARs), restricted stock, restricted stock units (RSUs), phantom or performance awards, carried interests and profits interests;
  • long-term and annual incentive plans;
  • nonqualified deferred compensation plans;
  • tax-qualified defined benefit and defined contribution pension plans; and
  • employee stock ownership plans (ESOPs) and employee stock purchase plans (ESPPs).

  Additionally, we regularly advise clients in preparing filings with the U.S. Securities and Exchange Commission, including proxies, Section 16 filings, annual reports on Form 10-K, current reports on Form 8-K, registration statements and prospectuses. Together with our Corporate and Financial Services Department, we also advise clients in initial public offerings, 144A offerings and debt offerings, and in other similar offerings.

• Tax-Qualified Plans

  We regularly assist clients in the design, implementation and operation of all types of tax-qualified retirement plans, including:

  • traditional defined benefit plans;
  • cash balance plans;
  • 401(k) plans;
  • money purchase plans;
  • ESOPs; and
  • employee stock purchase plans.

  We also counsel clients with respect to plan administration and management, including day-to-day support for in-house benefits personnel regarding plan operations (e.g., distributions, loans, withdrawals, investment changes), participant communications, participant claims and inquiries, and contractual relationships with plan service providers. Additionally, we provide assistance relating to plan operation and compliance matters, including comprehensive compliance audit services and advice and assistance in correcting errors under the Internal Revenue Service’s Employee Plans Compliance Resolution System (EPCRS), the Department of Labor’s Voluntary Fiduciary Correction Program (VFCP) and other similar plan compliance programs.

  We have broad experience advising 401(k) plan committees, institutional trustees, boards of directors, and other plan fiduciaries regarding their powers and responsibilities under ERISA and other applicable law.

• Transactional Representation

  To ensure that our clients receive the exceptional service that one expects from Willkie, we work hand in hand with the firm’s corporate, real estate and tax attorneys on complex commercial transactions, including mergers and acquisitions, leverage or management buyouts, bankruptcies, reorganizations, asset sales, joint ventures, divestitures, and credit negotiations. We regularly represent clients on all sides of complex commercial transactions, including purchasers, sellers, debtors, creditors, underwriters, management teams and individual executives. Our extensive experience on all sides of commercial transactions enables us to provide clients with a unique business and legal perspective in negotiating a wide variety of corporate documents, including purchase agreements, compensation arrangements, credit agreements and transition services agreements.

Publications / News / Events

• Publication - August 12, 2022
  DOL Proposes Substantial Amendment to Qualified Professional Asset Manager (QPAM) Exemption
• Publication - May 20, 2022
  Small Employers in Illinois, California and New York: Preparing for State-Mandated Automatic IRA Programs in 2022
• Publication - May 2, 2022
  The Federal Trade Commission Releases Guidance about Collection of COVID-19 Related Health Information
• Publication - March 17, 2022
  DOL Urges ERISA 401(k) Plan Fiduciaries to Exercise “Extreme Care” Regarding Cryptocurrency Investments
• Publication - December 23, 2021
  Department of Labor Clarifies Position Regarding Private Equity Investments by ERISA 401(k) Plans

Recognition, Honors & Awards