Employee Benefits & Executive Compensation

The Paul, Weiss Employee Benefits and Executive Compensation Group is comprised of 13 lawyers who work full time on all types of ERISA, executive compensation and employee benefit matters. The Group regularly provides executive compensation and benefits advice to both regular firm clients and companies that have come to the firm for just that work. We have the experience and resources to handle special projects involving complex and financially important ERISA and related tax and securities laws issues.

Our benefits practice includes a great deal of transactional work, such as dealing with the benefits issues connected with corporate takeovers, sales and going-public transactions. We also have been extensively involved in assisting our litigators in prosecuting, defending and settling significant ERISA-related claims, including the defense of fiduciary claims involving private plaintiffs and the Department of Labor.

We have extensive experience in designing, implementing and counseling on executive compensation arrangements, including deferred compensation, supplemental retirement plans, equity-based compensation, and employment and termination arrangements. We have superior experience in evaluating the tax, securities law, accounting and corporate fiduciary issues that arise under deferred compensation and equity-based pay plans, including Section 162(m), Section 409A and "golden parachute" issues.

We routinely field questions involving ERISA's fiduciary responsibility and prohibited transaction rules. This work typically involves counseling for the plan sponsor or for the money manager. We work regularly and extensively with the Paul, Weiss Investment Funds Group in the structuring, implementation and operation of funds whose investors include employee benefit plans subject to ERISA. We have obtained on behalf of clients individual exemptions from ERISA's prohibited transaction rules. We have also represented clients whose plan management activities were under investigation by the Department of Labor.

One of our Employee Benefits and Executive Compensation Group's greatest strengths is our deep knowledge of the more technical aspects of benefit plan design and operation. Together with the Personal Representation Department, we have given benefit plan advice to individuals and estates with substantial retirement plan assets.

In an already specialized field, Paul Weiss's ERISA Group has developed a sub-specialty in employee stock ownership plan (ESOP) transactions. For example, we represented the United Airlines pilots in their historic multi-billion dollar effort to buy the airline through an ESOP. Together with our tax attorneys, we have successfully worked on ESOPs in connection with corporate restructurings (including those involving "Subchapter S" corporations) and tax-free sales of stock to ESOPs by individual stockholders. We have represented some of the largest and most active institutional trustees of ESOPs and other tax-qualified retirement plans that hold employer securities.