Employee Benefits and Executive Compensation

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At Briggs and Morgan, members of our Employee Benefits and Executive Compensation Practice Group are actively engaged in advising our privately held, publicly traded, governmental, and nonprofit clients on the legal issues related to providing employee benefits to their workforce. This includes issues related to providing welfare, retirement, non-qualified and equity compensation benefits.

Our practice also includes advising companies about benefit issues in mergers and acquisitions, including acquisition benefits planning, divestitures, parachute arrangements, change in control agreements and the design of post-merger incentive compensation plans.

We are also actively involved in the design and negotiation of incentive compensation arrangements  for executives, including compliance with Sections 409A, 4958, and 162(m) of the Internal Revenue Code.

Our experience includes:

  • Advising on legal issues related to group medical plans, including compliance with the Affordable Care Act, COBRA, HIPAA, FMLA, USERRA, and applicable state laws;
  • Advising on proxy disclosure rules for executive compensation plans and other related securities issues;
  • Advising on legal issues related to retirement and executive compensation arrangements, including compliance with ERISA and the Internal Revenue Code;
  • Advising on fiduciary issues related to pension plan termination and other pension plan de-risking strategies;
  • Representing fiduciaries and employers in benefits-related litigation and litigation-avoidance strategies;
  • Design and drafting of executive and equity compensation programs, including stock options, restricted stock, phantom stock and long-term incentive programs;
  • Responding to administrative and regulatory inquiries, including QDRO reviews and assisting clients with IRS and DOL audits and voluntary correction programs filings;
  • Designing and drafting of employee benefit plans, including 401(k), ESOP, pension, medical, cafeteria, 403(b), 457(b), 457(f), severance, and educational assistance plans;
  • Assisting with filing for and obtaining favorable IRS and DOL rulings related to church plan status, prohibited transaction exemptions, and determination letters; and
  • Advising employers regarding withdrawal liability from multiemployer pension plans.

Representative Matters

  • Advise ESOP company executives on the sale of the company to a third party.
  • Advise on HIPAA and HITECH compliance for group health plan as a cover entity, including negotiating terms of business associate agreements, drafting policies and procedures, conducting employee training, and drafting plan amendments.
  • Agent's counsel for a national bank in connection with a $95 million secured, syndicated revolving credit facility to a large dairy cooperative.
  • Draft long-term incentive plans and annual incentive plans.
  • Representation of a publicly-held thrift holding company in its response to a proxy contest by one of its institutional shareholders.



Our blog, Minnesota Employer, is intended to provide practical employment law information concerning federal and state employment laws for Minnesota employers. Posts discuss employment issues, litigation, legislation and other matters that have an impact on employers.