Morris Manning & Martin, LLP

Employee Benefits & Executive Compensation

The Employee Benefits and Executive Compensation Practice at Morris, Manning & Martin understands that the highly-regulated and complex nature of employee benefits and executive compensation renders a challenging task for employers. We partner with our clients to meet these challenges by providing traditional employee benefit services, as well as innovative and practical solutions to complicated employee benefit issues. With business priorities clearly in mind, we provide our clients with practical, results-oriented, responsive, and proactive solutions.

Key Services:

  • Defined contribution plans (401(a), 401(k), and 403(b))
  • Defined benefit pension plans
  • Nonqualified deferred compensation and Code §409A
  • Health and welfare plans
  • 457(b) and 457(f) Plans
  • ERISA compliance
  • Plan mergers, spin-offs, and terminations
  • Executive compensation
  • Incentive and equity compensation plans (stock options, restricted stock profits interests, and other equity-based compensation)
  • Employee stock ownership plans (ESOPs)
  • Bonus plans and change-in-control agreements
  • Plan corrections
  • IRS, DOL, and PBGC compliance, audits, investigations, and assessments
  • Union-related benefit issues
  • Committee meetings, charters, and advising
  • Investment policy statements
  • Fiduciary compliance, counseling, and training
  • Service provider requests for proposals, contract review, and negotiation
  • Employee benefits pre-transaction planning, due diligence, negotiating benefits related provisions of transaction documents, and post-transaction integration
  • Severance plans and arrangements
  • Plan qualified status opinion letters (MMM D-Letter Program)

 

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Areas of Focus

ERISA/Qualified Retirement Plans

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MMM regularly advises on ERISA and qualified retirement plan compliance, operation, design, and administrative issues. We review and amend plan documents and investment policies for legal compliance with state and federal laws, advise on benefit claims and other fiduciary issues, and provide representation before the IRS DOL, and PBGC in connection with plan determination letter filings, voluntary correction programs, and plan audits. We advise fund sponsors, investing plans and lenders with respect to income tax and ERISA issues related to benefit plan investments under the ERISA “plan asset” regulations and disclosures for such investments in offering documents. We also offer opinion and comfort letters on plan qualified status through the MMM D-Letter Program.

Key Services

  • 401(k) plans
  • Profit sharing plans
  • 403(b) plans
  • Defined benefit plans
  • Employee stock ownership plans (ESOPs)
  • Multiemployer plans
  • Multiple employer plans
  • Plan design, drafting, and amendments
  • Plan mergers, spin-offs, and terminations
  • Summary plan descriptions and summaries of material modifications
  • Plan administration
  • Plan corrections and submissions under EPCRS
  • Plan compliance reviews
  • Participant communications
  • IRS, DOL, and PBGC audits, investigations, assessments and administrative appeals
  • Participant claims and appeals
  • ERISA “plan asset” advice
  • Prohibited transactions and exemptions
  • Qualified domestic relations orders (QDROs)
  • Committee governance and structure, including meetings, charters, and bylaws
  • Fiduciary counseling and training
  • Investment policy statements and plan loan procedures
  • Service provider requests for proposals, contract review, and negotiation
  • De-risking pension plans
  • Claims adjudication
  • Issues related to company stock funds in qualified plans

Executive Compensation & Equity Plans

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MMM provides extensive advice to companies concerning executive compensation matters, including equity-based compensation, retention and bonus arrangements, change in control agreements, and severance arrangements and plans. We work closely and efficiently with members of the MMM Employment Practice with respect to employment agreements, executive contracts, and severance and separation release agreements, and the MMM Corporate Practice with respect to equity compensation planning to ensure our clients’ needs are met.

Key Services

  • Nonqualified deferred compensation arrangements
  • Equity compensation plans and arrangements
  • Stock options
  • Restricted stock
  • Stock appreciation rights
  • Profits interests
  • Code §409A compliance and corrections
  • Rabbi trusts
  • Proxy and other securities law disclosures for executive compensation
  • 457 (b) and 457(f) plans
  • Retention agreements
  • Bonus and incentive compensation plans
  • Transaction bonus and change in control plans
  • Severance plans and arrangements
  • Executive employment agreements
  • Golden parachute payments and Code §280G compliance

Fiduciary Compliance

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MMM routinely advises clients on fiduciary compliance under ERISA and applicable state law, providing advice to governmental and non-governmental entity plan committees. We assist clients in preparing documentation to accurately define their fiduciary or non-fiduciary status, and to limit the scope of their potential fiduciary liability. We also assist with developing services, programs, service agreements, disclosure documents, and marketing materials that are consistent with the client’s fiduciary status and services.  We regularly advise on the DOL’s fiduciary rules and fee disclosure regulations.

Key Services

  • Fiduciary compliance under ERISA
  • Fiduciary compliance under state and local law (for non-ERISA)
  • Committee meetings and advising
  • Committee bylaws and minutes
  • Fiduciary counseling and training
  • Required disclosures and notices
  • Plan investment policy statements and plan loan procedures
  • Service provider requests for proposals, contract review, and negotiation
  • Committee governance and structure
  • Committee minutes
  • Fiduciary litigation counseling and avoidance

Governmental Plans

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MMM offers one of the most skilled and highly experienced legal teams in the Georgia public pension and retirement plan area. We regularly represent governmental employers, including cities, counties, regional authorities, hospital authorities, and transit authorities, and board and committees overseeing governmental plans. Our team has extensive experience addressing the specialized needs of governmental plans, including compliance with applicable federal, state, and local laws.

Key Services

  • Defined benefit pension plans
  • “Hybrid” plans
  • Governmental “pick-up” contributions
  • 415(m) qualified governmental excess benefit arrangements
  • DROP Programs
  • Defined contribution plans
  • 457(b) plans
  • 457(f) deferred compensation plans
  • OPEB trusts
  • Plan compliance reviews
  • Opinion and comfort letters on qualified status of plan
  • Fiduciary counseling and training
  • Committee meetings, charters, and advising
  • Investment policy statements
  • Service provider requests for proposals, contract review, and negotiation

Issues Unique to Governmental Plans in Georgia:

  • Public Retirement Systems Investment Authority Law
  • Open Meetings Act
  • Open Records Act
  • State law fiduciary requirements

Health & Welfare

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MMM regularly advises clients on health and welfare issues, such as administration, plan design, and compliance with federal and state laws, including the Patient Protection and Affordable Care Act (PPACA), HIPAA, and COBRA. We represent clients and their various group health and welfare, medical, Section 125 cafeteria, voluntary employees’ beneficiary association (VEBA), retiree health, vacation, severance, and other health and welfare benefit plans.

Key Services

  • Health and welfare plan design and administration
  • PPACA
  • HIPAA privacy and security policies and procedures, compliance, and training
  • COBRA
  • Reporting compliance (Form 5500s and PPACA reporting), including responding to IRS penalty letters
  • Wrap plan documents
  • Summary plan descriptions and summaries of material modifications
  • Association Health Plans
  • Multiple employer welfare arrangements (MEWAs)
  • VEBAs
  • Retiree health plans and arrangements
  • Section 125 cafeteria plans
  • IRS and DOL audits, investigations, assessments, and administrative appeals
  • Participant communications
  • Prohibited transactions and exemptions
  • Claim adjudication
  • Committee governance and structure, including meetings, charters, and bylaws
  • Fiduciary counseling and training
  • Service provider requests for proposals, contract review, and negotiation
  • Dependent audits
  • Qualified medical support orders

 

Management Representation

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Often in the context of business transactions, it is advisable for management to obtain legal counsel separate from the employer’s legal counsel to adequately protect management interests in the context of the transaction. The Employee Benefits and Executive Compensation Practice provides advice and guidance to clients on all aspects of compensation and benefits impacting executives and senior management. We routinely represent senior executives and board members of employers of all sizes—public and private, Fortune 500 to start-ups—to help them navigate and understand the critical and complex issues involved in the negotiation and implementation of individual compensation agreements, transition and rollover matters.

Key Services

  • Employment contracts and offer letters
  • Retention agreements
  • Change-in-control agreements
  • Equity and rollover agreements
  • Severance, separation-related and other transition matters

Transactional Support

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The Employee Benefits and Executive Compensation Practice also supports the firm’s significant Transactional Practice. Our lawyers assist in various corporate transactions including corporate restructurings and mergers and acquisitions. In such complex transactions, we work with the firm’s Transactional lawyers to provide effective counseling and management of employee benefits and executive compensation issues.

Key Services

  • Due diligence regarding compensation and benefit arrangements
  • Design and implement change-in-control agreements, employment agreements, and go-forward equity compensation arrangements
  • Pre- and post-transaction matters for employee benefit issues in all types of corporate transactions (buy-and sell-side)
  • Golden parachute payments and Code §280G matters, including private shareholder approval