Employment & Employee Benefits

Our leading ERISA litigators are well-known for having successfully handled some of the most highly technical and complex ERISA matters. We represent a wide range of clients, including single and multiemployer pension and benefit plans, plan sponsors, employers, fiduciaries, trustees, third-party administrators, and insurers and investment advisers to strategically handle ERISA matters in both individual and class action lawsuits and withdrawal liability arbitrations and litigations under ERISA. Our lawyers have an excellent record of success and an unmatched knowledge of this area of law, having handled virtually every issue over the years, including class actions involving allegations of fiduciary breach, withdrawal liability, challenges to plan amendments, terminations and mergers, actuarial malpractice, claims for benefits, challenges to plan provisions, delinquent contributions and collections, and challenges to the investment performance and investments of funds. We also have extensive experience representing benefit plans and employers before the U.S. Department of Labor.

We have a significant and well-developed practice advising trustees and other fiduciaries of multiemployer employee benefit funds as well as employers participating in multiemployer funds. We provide advice and assistance regarding day-to-day plan compliance issues, fiduciary responsibility and prohibited transaction issues, plan investment issues and withdrawal liability issues, and actively assist multiemployer clients with their merger and spin-off activities. We are often retained by the employer trustees of Taft-Hartley funds to act as special counsel in large stakes litigation, mergers and spin-offs, planning issues, and representation before the DOL, PBGC and IRS.

Working with private investment firms, other employers and senior executives in a wide range of industries, we have substantial experience handling non-compete matters from all angles and at all points in the employment relationship when matters involving restrictive covenants arise. We counsel clients on the use of, and limits on enforceability of, non-competition, non-solicitation and confidentiality provisions, and draft contractual provisions that protect a client’s trade secrets, confidential and proprietary information and other legally-protected interests. We also counsel clients when they hire new employees including when new employees are bound to restrictive covenants, and the best practices for protecting proprietary, confidential and trade secret information and other legally-protected interests when employees leave. We are very experienced in litigating restrictive covenant issues and have litigated some of the key cases in this area.

Key Contact:
Ian Levin
+1 212.756.2529
ian.levin@srz.com

SRZ represents individual executives as well as management teams in connection with the negotiation of executive employment, severance, equity and other agreements, and arrangements covering the entire span of an executive’s employment.

Whether an executive is considering the terms of a new employment agreement, the issues that arise in connection with a potential corporate transaction, a lateral move to a new employer or the launch of a new private investment fund or other business, our comprehensive approach aims to cover all issues that our clients may confront. 

Our cross-disciplinary team of attorneys from multiple practice areas enables us to serve as a single source of advice, giving practical advice and market insight into, and to negotiate the terms of, current and future agreements and arrangements covering executives and management teams, including:

• Contractual and employment law rights and obligations
• Different employer equity-based arrangements, including restricted stock, stock options, stock appreciation rights (SARs), and restricted stock units (or “phantom” stock)
• Long-term and short-term incentive cash compensation arrangements
• Carried interest arrangements
• Securities and corporate law requirements and investment risks associated with equity-based compensation and executive investments
• “Golden parachute” issues and deferred compensation compliance with Internal Revenue Code Section 409A
• Non-compete and other restrictive covenant obligations and any related litigation
• Shareholder and registration rights agreements and partnership and LLC operating agreements
• Estate planning techniques and alternatives with respect to compensation and executive rights to achieve personal and charitable goals

Representative Experience

We have represented individual executives and management teams in a wide variety of situations, including:

• The CEO of a private company relating to a new employment agreement and equity rollover in connection with the sale of the company
• The incoming general counsel of one of the oldest and largest activist hedge funds
• The CEO-founder and other senior leadership team members of a Silicon Valley healthcare-focused company relating to new employment agreements on the acquisition of a majority stake by a private equity firm
• In separate matters, successfully represented executives against the same former employer, a Fortune 50 technology company, in challenging the enforceability of non-compete restrictions
• The COO of NYSE-listed REIT on possible golden parachute issues arising from the REIT’s merger and new role at NYSE-listed spin-off
• The management team of a private equity portfolio company on the negotiation of a new equity incentive plan
• The CEO of Nasdaq-listed financial services company on the CEO’s transition to Chairman and subsequent retirement
• The CEO of a private company relating to employment and indemnification agreements following the sale of the company to a private equity sponsor
• The new general counsel of a leading activist investment fund manager relating to a new employment agreement
• The CFO of a leading financial advisory and global consulting firm in connection with sign-on employment and equity award agreements
• The EVP of a premium cable and satellite television network on a new employment agreement

No area of law demands more sensitivity to the possibility of litigation than employment law. Employers face a growing array of complex legal issues while employees are increasingly empowered by federal, state and local legislation. Jury trials and the prospect of large recoveries for compensatory and punitive damages have emboldened lawyers representing employees. Our leading employment litigation practice covers the full range of suits that can arise in the workplace, including issues relating to discrimination, harassment, retaliation, whistleblower claims, breach of contract, failure to pay overtime, negligent hiring or retention, or any other alleged violation of the law. We have an outstanding track record for successfully defending clients in state and federal courts, in arbitrations, and before the EEOC, NLRB, local human rights agencies, the Department of Labor and other venue, and we have litigated complex cases arising under Title VII, ERISA, FLSA, FMLA and other state and federal laws, including class actions, wage and hour collective actions and multidistrict litigation throughout the country.

Our Education Law Group focuses on representing private educational institutions, including independent schools from pre-nursery through grade 12; colleges, universities and professional training programs; national testing organizations; education associations; and sports leagues. We have unique experience in providing legal representation in the areas of employment law, ERISA, intellectual property, real estate, taxation, not-for-profit corporation law, finance, investments and charitable contributions to private educational institutions.

We specialize in advising on strategies to avoid prohibited transactions and have been instrumental in designing novel structures to address complex ERISA issues. We counsel clients on all matters relating to the investment of employee benefit plan assets and are routinely involved in the structuring and offering of investment vehicles to benefit plans and other institutional investors. We counsel plan fiduciaries in connection with the making of plan investments, soft-dollar issues and trading issues and represent clients in investment management-related matters — helping them avoid the application of ERISA, or operate under it, as necessary. Our expertise is derived not only from serving as ERISA counsel to investment managers, broker-dealers, and investment banks that provide services or investment products to employee benefit plans, but also is a function of representing benefit plan trustees, plan sponsors and other fiduciaries, who need to tread carefully because of potential prohibited transactions, investment requirements and other ERISA fiduciary responsibilities. Our practice encompasses counseling and advising plan asset managers, preparing investment policies and procedures for such managers, and helping design numerous investment products targeted to plans. We have helped structure venture capital operating companies, real estate operating companies, hedge funds, collateralized bond obligation and collateralized debt obligation funds, and other investment vehicles to attract ERISA investors. We also routinely advise plan fiduciaries in connection with a variety of investment matters from procuring investment advisers to securing real estate and various other “alternative investment” portfolios and products and everything in between. Our team has extensive experience in dealings with the DOL, including successfully obtaining DOL advisory opinions and numerous prohibited transaction exemptions.

Our lawyers review and negotiate employee benefits, including ERISA and executive compensation, issues in corporate merger, acquisition, spin-off, leveraged buyout, financing and other transactions. We regularly advise clients on the PBGC’s Early Warning Program. We perform due diligence, draft appropriate documents to protect our clients, and provide advice on a variety of related issues including contingent liabilities, potential plan defects and other material plan matters. We also advise our clients on strategies to attract and retain top management, including implementation of a variety of equity and other incentive compensation programs, and to comply with relevant legislative developments such as Sarbanes-Oxley and the American Jobs Creation Act. We assist our clients with post-closing implementation issues and identify the most appropriate methods for integrating and continuing benefits.

We counsel clients on the full range of executive compensation plans and equity compensation arrangements, including incentive compensation plans, stock options, restricted stock, phantom stock, stock appreciation rights and stock purchase plans. We also advise on the funding of executive compensation through the use of “rabbi” and “secular” trusts, SEC rules governing executive compensation disclosure, tax rules limiting deductibility of executive compensation, profit sharing and stock option plans, and severance and voluntary retirement plans. With limits on qualified retirement plan limits on contributions and benefits, our team focuses on the design of non-qualified compensation plans to enhance our clients’ compensation packages. Our lawyers have successfully negotiated the terms of departure for senior executives from major institutions and the hiring of their replacements and routinely assist clients in preparing and negotiating employment agreements, severance agreements and change in control agreements. We also work with our Individual Client Services Group to advise individuals and estates with substantial assets on the most tax-advantaged method of distributing those assets.

Our lawyers provide day-to-day counseling to plan administrators, trustees and corporate clients with respect to their fiduciary responsibilities and compliance with ERISA and the Internal Revenue Code. We advise a diverse group of clients, including public and private companies, tax-exempt institutions, trustees and fiduciaries, in every aspect of employee benefits and executive compensation, including ongoing advice concerning health and welfare plans and compliance with significant developments, such as increased federal regulation relating to COBRA and HIPAA. Our team routinely advises clients on fiduciary responsibility and prohibited transactions, compensation strategies and change in control arrangements, and has extensive transactional experience. Our capabilities encompasses the design, implementation and administration of qualified plans and nonqualified plans and health and welfare plans, and we work with a wide range of tax-exempt organizations with respect to their unique employee benefits issues.

Our lawyers are committed to providing our clients with the practical answers they need. We advise on the development of employee handbooks, the review of forms and procedures, Equal Employment Opportunity and “glass ceiling” audits and affirmative action plans. Our goal is to identify employment-related issues before they become problems. We continually advise clients on establishing or modifying employment policies and the best practices for handling the myriad of personnel problems that can arise daily. Whether the issue is discrimination, retaliation, wrongful discharge, breach of contract, failure to pay overtime, or any other alleged violation of the law, we counsel clients as to cost-effective preventive measures and, if appropriate, how to best position the client in the event of litigation.

In our labor law practice, we represent employers with respect to collective bargaining negotiations and agreements, discipline and discharges of employees, and grievances and arbitrations. Our lawyers represent clients before the National Labor Relations Board and the U.S. Department of Labor and in court. With our clients, we address legal issues under the Worker Adjustment and Retraining Notification Act (WARN) and the National Labor Relations Act. We help our clients to resolve issues as quickly as possible to minimize workplace disruption. We are also routinely consulted in corporate transactions, including bankruptcy proceedings.