Compensation and benefits are where a company's promises to its people turn into legal obligations. A 401(k) plan makes the employer a fiduciary under ERISA. An option granted below fair market value can expose the holder to a 20 percent additional tax under Section 409A. A severance clause can become a golden parachute under Section 280G the moment a buyer appears. We represent employers, executives, founders, and plan fiduciaries on the design, documentation, and administration of these arrangements, and we litigate when they break down. Many of our clients are technology and growth companies, where equity is a large share of pay and a single drafting error in a plan or an offer letter can cost real money at the next financing or acquisition.
The Law Behind The Practice
Two bodies of federal law do most of the work here. ERISA governs private-sector retirement and welfare plans: it sets reporting and disclosure rules, imposes duties of prudence and loyalty on the people who run plans, bars prohibited transactions, and preempts most state law that relates to an employee benefit plan. The Internal Revenue Code supplies the tax rules, including Section 401(a) qualification for retirement plans, Section 409A for nonqualified deferred compensation, Section 280G for change-in-control payments, Section 162(m) for the deduction limit on public company executive pay, and Section 83 for property transferred for services, which is where the 83(b) election comes from. The Department of Labor's Employee Benefits Security Administration enforces ERISA's Title I and the IRS enforces the tax side, so many problems involve both agencies at once.
The Matters We Handle
The practice divides into seven working areas, each with its own page. Executive Compensation covers employment, severance, and change-in-control agreements, deferred compensation, and clawbacks. Retirement Plans covers 401(k) and other qualified plan design, testing, fiduciary duties, and corrections. Health and Welfare Plans covers group health, cafeteria, and other welfare arrangements under ERISA, the ACA, COBRA, and HIPAA. Equity Compensation covers stock options, RSUs, profits interests, and the tax and securities rules around them. Employee Benefit Plans covers plan types, plan documents, and benefits in mergers and acquisitions. Plan Administration and Compliance covers Form 5500 filings, fiduciary process, vendor contracts, corrections, and agency audits. The Employment Relationship covers offer letters, worker classification, bonus plans, invention assignments, and severance from a pay and benefits angle.
ERISA Claims And Fiduciary Disputes
Benefit disputes follow their own procedural rules, and they reward the side that understands them early. Claims for benefits under ERISA Section 502(a)(1)(B) usually require exhaustion of the plan's internal appeals, and the administrative record built during that appeal often decides the case, because courts review many denials only for abuse of discretion. Fiduciary breach claims under Sections 502(a)(2) and 502(a)(3), including the excessive-fee and imprudent-investment class actions that increasingly target mid-sized plans, turn on process and documentation. We represent plan sponsors, committees, participants, and executives in claims and appeals, DOL investigations, fiduciary litigation, and ERISA preemption and removal fights, and in disputes over deferred compensation, severance, and equity under agreements that sit outside ERISA altogether.
Plan Design, Deals, And Advisory Work
On the transactional side, we draft and review plan documents, summary plan descriptions, equity incentive plans, award agreements, and executive employment and severance agreements. We structure deferred compensation to meet Section 409A's timing rules, model Section 280G exposure and prepare private-company shareholder approval votes, and set up founder and early-employee equity with 83(b) elections where they make sense. In mergers and acquisitions we run benefits and compensation diligence, decide whether a 401(k) plan should be terminated before closing or merged afterward, address controlled group consequences, and draft the treatment of outstanding options and RSUs in the purchase agreement. We also counsel plan committees on their ongoing duties, so the record a court might someday read is built as decisions are made.
Where Benefits Meet IP And Technology
For a technology company, compensation documents are often IP documents too. The equity grant, the offer letter, and the invention assignment agreement usually arrive together, and a gap in one shows up in diligence on the others. A founder's departure raises vesting, repurchase rights, and chain of title to the code at the same time. An executive separation brings severance and release terms alongside confidentiality, non-solicitation, and trade secret questions. When a deal closes, retention bonuses and option rollovers are designed to keep the engineers who built the product. Because our litigation and IP lawyers work alongside our benefits work, we can see how a clawback, a forfeiture-for-competition clause, or a disputed equity award would play out in a broader business dispute before it is drafted.
Clients And Industries
We work with privately held and venture-backed companies, public companies with executive pay disclosure obligations, plan committees and other fiduciaries, and executives negotiating their own agreements. Software, SaaS, and artificial intelligence companies make up much of the practice, because equity compensation and Section 409A valuations are central to how they hire. We also advise fintech and financial services firms, healthcare and life sciences employers with large self-funded health plans, manufacturers with long-standing retirement plans, and consumer and e-commerce businesses with fast-growing and partly contract workforces. Each brings a different mix of issues. The startup needs a clean equity plan and Rule 701 compliance, while the established employer needs fiduciary process, correction of past errors, and a defensible health plan structure.
How We Work And Price
Most engagements start with the documents: the plan, the agreements, the most recent Form 5500, the cap table, or the denial letter. We read them first, identify what the law requires and where the current arrangement falls short, and then tell you in writing what we recommend and what it will cost. Work with a defined scope, such as an equity incentive plan with standard award forms, an 83(b) election, a Section 409A review of an executive agreement, or a severance and release package, can be handled for a flat fee with stated deliverables and turnaround. Open-ended work, such as a fiduciary breach lawsuit, a DOL investigation, or benefits diligence on an acquisition, is scoped and estimated in writing before we begin, and we update the estimate if the matter changes.
