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Employee Benefits

Employers offering non-wage compensation to employees in addition to their normal wages or salaries rely on Waller's employee benefits attorneys to analyze plans and provide strategic advice.

Waller's range of experience gives employers confidence that Waller's advice on offering and structuring employee benefits is based on best practices across all industries.

Traditional Benefit Plans

We routinely design and draft all types of employee benefit plans, including:

  • Cafeteria or "flexible benefit" plans
  • COBRA compliance arrangements
  • Health and welfare benefit plans
  • Qualified retirement plans
  • Wellness benefits

Employee Stock Ownership Plans (ESOPs)

Waller recognizes that an ESOP (leveraged or non-leveraged) can be one of the more creative ways to re-capitalize a business and transfer ownership on a tax-preferred basis. We represent ESOP fiduciaries, plan sponsors, shareholders and lenders in all aspects of ESOP transactions and administration, including:

  • ESOP design
  • ESOP litigation 
  • Investigations conducted by the IRS and Department of Labor
  • ERISA compliance and administration
  • Federal and state securities law compliance
  • Fiduciary responsibilities
  • Leveraged and non-leveraged transactions

Employee Retirement Income Security Act (ERISA)

Complying with the requirements of the ERISA as it applies to the administration of employee pension and welfare benefit plans can be confusing. With an in-depth understanding of our clients' priorities and concerns foremost in mind, Waller's ERISA team helps demystify all aspects of this complex area of law, including:

  • Age, gender and disability discrimination issues in plan design administration
  • Benefit claims and eligibility determinations
  • Breach of fiduciary duty claims related to self-dealing, conflict of interest and prohibited transactions
  • Imprudent investment claims under ERISA and securities laws
  • National Labor Relations Board charges pertaining to collectively bargained benefits
  • Non-qualified deferred compensation issues
  • Plan reporting, disclosure and notice requirements
  • Pre-emption of state law claims for fraud, breach of contract and wrongful termination
  • Retaliation and interference with protected rights of plan participants and beneficiaries
  • Vesting, severance and other claims arising out of mergers, acquisitions and terminations

Executive Compensation

Companies developing compensation packages for executives require seasoned legal counsel. Waller attorneys offer clients insight and strategic direction through counseling, corporate transactions and dispute resolution for both the public and private sector. Waller designs and implements a wide range of stock option, restricted stock, phantom stock and other equity-based incentive programs, addressing tax considerations, accounting treatments, compliance with federal and state securities laws and related legal matters.

Mergers and Acquisitions

Employee benefits issues can arise in contexts other than traditional benefits planning. 

For example, Waller represents both purchasers and sellers in mergers and acquisitions, and lending and financing transactions, with respect to:

  • Arranging post-closing benefits
  • Addressing change in control and golden parachute tax concerns
  • Benefit plan liabilities
  • Performing due diligence analysis

We also advise clients regarding transactions involving leveraged and non-leveraged ESOPs. Our attorneys are sensitive to the accounting and business impact of the tax, fiduciary, valuation and other considerations that apply in these situations and use this insight to best serve the client's strategic goals.


Sean Sullivan
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James Bristol
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Shannon Goff Kukulka
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