The attorneys in our Compensation & Benefits Group draw on many years of experience, including prior practice at large law firms and in-house experience with leading corporations. Combining our many years of practice in compensation and benefits law, our attorneys have considered and advised on nearly every type of issue involving compensation and benefits. Our attorneys are especially adept at guiding and communicating clearly with board members, compensation committees, executives, and general counsel alike about technical issues.

We counsel our clients with respect to compensation and benefits aspects of mergers and acquisitions, private equity investments, and initial public offerings. We also advise clients on the design and establishment of various types of compensation programs, such as short- and long-term incentive plans, equity-based incentive plans (including profits interest arrangements), nonqualified deferred compensation plans and phantom equity arrangements, and change-in-control and severance agreements and plans.

In addition, we advise employers, executives and directors, and plan fiduciaries with respect to traditional, tax-qualified retirement arrangements. Our practice includes counseling clients on the design, implementation, and administration of tax-qualified retirement plans, including 401(k) plans and ESOPs, as well as issues arising in connection with the maintenance and administration of defined benefit retirement plans and welfare benefit plans. We assist our clients by discussing with them the highly technical ERISA and tax law issues and opportunities relating to such plans. We have extensive experience with matters arising in connection with mergers, acquisitions, and other complex transactions, including the integration and wind-up of employee benefits plans, programs, and arrangements. We also have experience representing clients before the Internal Revenue Service, the U.S. Department of Labor, and the Pension Benefit Guaranty Corporation.

Our attorneys also have industry-leading experience with respect to the added layers of executive compensation rules and regulations confronted by financial institutions, including rules and regulations applicable to de novo financial institutions and financial institutions that find themselves subject to “troubled condition” restrictions.

Our attorneys regularly speak on compensation and benefits topics, and they have published works on a variety of compensation and benefits matters, including tax planning opportunities relating to sections 280G and 409A of the Internal Revenue Code, tax rules under section 83 relating to the transfer of property in connection with the performance of services, securities disclosure rules relating to executive compensation, and ERISA aspects of tax-qualified retirement plans.

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  • We advise employers of all types and sizes across a broad range of industries on a wide variety of executive compensation matters, including with respect to plan design, tax law and securities law compliance, and corporate governance matters.

  • We advise employers on tax, ERISA and corporate governance aspects of 401(k) plans, ESOPs, pension, and welfare benefit plan matters ranging from design and implementation to the on-going maintenance and termination of such plans.

  • We support clients in all executive compensation and employee benefits aspects of buying or selling a business, or becoming a newly public company, including the diligence process, transitioning existing or establishing new plans, and post-closing integration matters.

  • Alerus Financial Corporation Acquisition of HMN Financial, Inc.
    We worked closely with Alerus leadership to identify, analyze and resolve employment, benefits and compensation matters in connection with the acquisition.
  • Private Equity Transactions
    We represented a senior executive team initially in its multi-million dollar “rollover” into a private equity-backed company and later with the team members’ exits from the company. The initial rollover included difficult Code Section 280G issues that needed to be addressed for the overall transaction to move forward. The subsequent exits involved sensitive tax and wealth planning issues.
  • Private Company Equity Incentive Plan
    Our team served as legal counsel to a privately held holding company in the implementation of a unique equity incentive plan for a key executive. The design and implementation of the equity plan involved complex tax, securities, and regulatory issues, as well as corporate governance and shareholder relations aspects. We guided our client from the design phase through to the implementation of the equity incentive plan.
  • Real Estate Developer Deferred Compensation Plan
    We served as legal counsel to a real estate developer in the implementation of a deferred compensation plan intended to incentivize key team members in a growing division of the company. We held our client to design and implement the plan, providing insight and analysis with respect to Code Section 409A (deferred compensation) rules and other tax aspects potentially implicated by the plan design and operation.

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