Our Employee Benefits and Executive Compensation practice counsels publicly traded companies, private entities, nonprofit organizations and public sector employers of all sizes and across all industries to help address the full range of legal, financial and administrative issues relating to our client’s executive compensation and benefit plans. We bring a business-minded approach to assist clients in aligning their goals to attract, motivate and retain employees by offering competitive employee benefits programs. Our team has extensive experience working with hospital systems and health care providers, including faith-based organizations and academic medical centers, which allows us to partner with those organizations to navigate the complex compliance and strategic benefit plan issues unique to those organizations. In tandem with our firm’s national platform, our business-minded attorneys partner with clients to achieve their employee benefit and executive compensation objectives.

Many of our employee benefits professionals were previously employed by well-known actuarial, accounting and consulting firms, as well as significant in-house experience with the government agencies that enforce the highly technical laws and regulations that apply to entities and their benefit plans. This diverse mix of prior experiences and backgrounds enables our team to provide counseling services that align legal strategies with practical approaches to achieve successful outcomes for our clients.

We represent many employers before the Internal Revenue Service (IRS), Department of Labor (DOL) and Pension Benefit Guaranty Corporation (PBGC), enhancing our ability to counsel clients effectively and efficiently through plan audits and other government proceedings. In conjunction with our Labor & Employment and ERISA Litigation practices, we routinely advise companies on best practices to forestall or resolve litigation involving their employee benefit plans, often with significant cost savings. In addition, our Employee Benefits and Executive Compensation attorneys are active members in the Society for Human Resource Management (SHRM), International Foundation of Employee Benefit Plans (IFEBP), The ESOP Association National Center for Employee Ownership and other national associations for human resources, employee benefits and executive compensation professionals, which further adds to the perspectives we bring to our counseling services.

Our team’s experience allows Polsinelli to provide plan sponsors with a broad spectrum of services for virtually all types of employee benefits and executive compensation arrangements, including:

  • Tax-qualified retirement plans such as 401(k), 403(b), 457, profit-sharing, cash balance and traditionally defined benefit pension plans.
  • Employee stock ownership plans (ESOPs), including counseling on optimal business strategies and tax efficiencies involving the many uses of ESOPs. 
  • Health and welfare plans, including advice on self-funding and stop-loss insurance considerations, as well as the application of HIPAA, COBRA and other laws.
  • Executive compensation and other non-qualified deferred compensation arrangements, including issues arising under equity-based plans, retention and incentive bonus arrangements, “golden parachute” payments, and individual employment agreements, as well as advice on compliance with Code Sections 83, 162(m), 280G and 409A.   
  • Wellness programs, including advice on wellness designs geared to achieve “win-win” situations with improved health outcomes for employees and significant cost savings for employers.
  • Affordable Care Act (ACA) counseling, including the myriad of options and compliance strategies for companies to consider for offering health benefits to their employees.
  • Benefit plans covering union employees, including issues arising under multiemployer pension plans relating to withdrawal liability assessments and delinquent contribution demands, as well as collective bargaining strategies for companies to consider.
  • Negotiations with plan service providers, including strategies for companies to obtain cost savings and enhanced commercial terms.
  • Employee benefit and executive compensation issues that arise in corporate transactions, such as mergers, acquisitions, divestitures, spin-offs, bankruptcy proceedings and financing transactions.
  • ERISA fiduciary obligations and governance procedures around investments and other plan asset issues.
  • For public companies, compliance with Code Section 162(m) for performance-based compensation arrangements and applicable securities laws for the company’s annual proxy statement and other filings that are publicly available to shareholders.

Recent rankings include:

  • Regionally ranked for Employee Benefits & Executive Compensation by Chambers USA: America’s Leading Lawyers for Business, 2022-2023
  • Nationally ranked Tier 1 for Employee Benefits (ERISA) by Best Law Firms, 2025
Related Capabilities
California Employment LawCorporate & TransactionalEmployee Stock Ownership PlansEmployment Advice & InvestigationsEmployment Class & Collective ActionsEmployment Litigation, Arbitration & Dispute ResolutionERISA LitigationImmigration & Global MobilityInternational Employment & Labor LawLabor & EmploymentManagement - Labor RelationsOFCCP & Affirmative Action PlansPublic Accommodations & AccessibilityRestrictive Covenants & Trade Secrets LitigationSecurities & Corporate FinanceSports & EntertainmentTrusts & EstatesWorkplace Safety, Health (OSHA) & Environmental Advising
Publications
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Federal Court Grants Summary Judgment in ESOP Releveraging Case, Rejecting Novel Dilution Theory
Key Takeaways A federal district court in Arkansas granted summary judgment in favor of an ESOP sponsor, its board and the ESOP trustee, rejecting claims that a two-step releveraging transaction violated ERISA fiduciary duties. The court held that decisions regarding ESOP repurchase obligation strategy, such as releveraging, are generally corporate business decisions, not fiduciary acts subject to ERISA — particularly where the board spent considerable time with qualified third-party advisors workshopping various alternatives to releveraging. The court also reinforced that ESOP trustees satisfy their fiduciary duties where they engage in a robust, well-documented process, rely on independent advisors and negotiate favorable transaction terms for the plan. The U.S. District Court for the Western District of Arkansas granted summary judgment to all defendants in Shipp et
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North Carolina Federal Court Lets ESOP Fiduciary Claims Proceed, Underscoring Active Oversight Duties
Key Takeaways A North Carolina district court largely denied motions to dismiss ERISA and malpractice claims arising from a leveraged ESOP transaction and subsequent sale, allowing fiduciary breach claims against an independent trustee, private equity investors and transaction counsel to proceed. The court emphasized that ESOP trustees must actively investigate red flags and advocate for plan participants, rejecting arguments that a trustee may simply rely on process formalities. Although this litigation remains in the early stages, the court’s refusal to dismiss most ERISA fiduciary claims reinforces the judiciary’s expectation that ESOP fiduciaries must actively safeguard participant interests. The U.S. District Court for the Western District of North Carolina denied on March 3 motions to dismiss ERISA-related claims involving the employee stock ownership plan (ESOP)
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