Employee Benefits
Our Practice
We understand our clients' businesses from the inside out – so we can provide exceptional representation regarding employee benefit issues. We represent a range of clients that includes global manufacturers of consumer and industrial products to regional start-up and middle-market companies. For each of our clients, we devise practical workplace strategies and solutions that comply with state and federal employment laws and protect their business interests.
Our employee benefit services include designing, drafting, and implementing comprehensive employee health, welfare, and retirement benefit plans, as well as guiding clients through the termination of their qualified plans. We obtain Department of Labor exemptions from prohibited transaction rules in order to help clients prosecute or defend Employment Retirement Security Act, or ERISA, litigation claims. We also assist clients in correcting mistakes in qualified ERISA plans by utilizing voluntary compliance programs established by the Internal Revenue Service and the U.S. Department of Labor.
For clients facing IRS and Department of Labor employee benefit plan audits, Pedersen employment lawyers offer counsel on relevant compliance issues. We develop defined contribution and defined benefit plan amendments to ensure continued compliance with IRS and Department of Labor rules and regulations and we regularly conduct due diligence reviews of employee benefit plan issues for clients engaged in merger, acquisition, and other financing transactions. Through drafting and maintaining the qualification of various types of defined contribution and defined benefit plans, we make every effort to successfully obtain favorable determination letters for these plans from the IRS.
Navigating the maze of employee welfare benefits laws and regulations, we help clients with Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) issues, as well as Health Insurance Portability and Accountability Act of 1996 (HIPAA) and related privacy issues. Our vigilant monitoring of proposed and newly enacted health care legislation, such as the Patient Protection and Affordable Care Act (PPACA), enables us to help clients make benefit plan adjustments that nimbly comply with new laws.
Our national practice in employee stock ownership plan (ESOP) services began when we formed our first ESOP in 1978. Since then, we have been staunch advocates of the effectiveness of an ESOP as a transactional tool for leveraged buyouts, mergers, ownership successions, and other corporate financing and capital formation activities.
We counsel stockholders, fiduciaries, and lenders in all legal and financial issues involved in ESOP formation, including S corporation conversions, post-closing administration of ESOPs, analysis of tax implications of ESOP transactions, and regulatory compliance issues.
Our Experience
- Handled all employee benefit plan issues for a U.S.-based manufacturer and worldwide supplier of nozzles and spraying equipment, including drafting and administering profit sharing and 401(k) plans; drafting employee health and welfare plans; guidance on COBRA and HIPAA compliance; and drafting of all forms used to administer client health and welfare plans.
- Handled employee benefit matters for a Chicago plastic components manufacturer, including preparation of health and welfare plan documents and summary plan descriptions, as well as counsel on 401(k) compliance issues.
- Drafted and revised employee handbooks and related employee policy and procedure manuals for clients that include hotels, automobile dealerships, landscaping and manufacturing companies.
- Acted as counsel in a complex multi-step transaction involving the formation of a holding company, as well as the negotiation, financing and consummation of a redemption transaction in which an ESOP became the 100% owner of a Chicago-based manufacturer of injection molds and a second company that manufactures injection-molded products.
- Served as special ESOP counsel in a sophisticated transaction involving the merger of a Chicago-based company's independent manufacturer's representative with an affiliated company prior to the tax-deferred sale of 30% of the company's stock to a newly formed ESOP.
- Represented the majority shareholder in a 100% ESOP leveraged buyout of a Chicago-based metal stamping company.
- Counseled a 100% ESOP-owned S corporation Chicago-based investment firm, amending and restating the client plan document and submitting it for favorable determination to the Internal Revenue Service.
- Represented a nationally recognized trust company serving as trustee for an ESOP in purchase of 100% of the stock of a family-owned wholesale flower business.
- Counseled a nationally recognized trust company serving as trustee of an ESOP sponsored by a Chicago bank holding company in the sale of 100% of the stock held by the ESOP to a St. Louis bank holding company.
- Represented an Arkansas-based trust company that served as trustee in two transactions where the ESOP acquired shares of company stock from management shareholders in order to facilitate the company's conversion to an entirely ESOP owned S corporation.
- Prepared and negotiated all loan documentation for a Chicago-based lender who financed a 100% ESOP leveraged buyout transaction. Amended initial documentation to provide for additional credit facilities for financing acquisitions of new businesses subsequent to the ESOP transaction.
Our Speaking Engagements
- Regularly lecture on ESOPs and other employee benefits.
- Referred by the Equal Employment Opportunity Commission (EEOC) to present an anti-discrimination and sexual harassment seminar to a food service industry employer to fulfill compliance with an EEOC-structured settlement.
- Regularly conduct on-site training and seminars on various employment law issues – including state and federal regulatory laws; internal corporate policies, procedures and requirements; employee relations; employee hiring, performance reviews and terminations; ESOP transactions; compliance issues; and EEOC best practices for business owners, human resources personnel, supervisors and employees.