In Brief

Kramer Levin Naftalis & Frankel LLP is one of the few leading law firms fully dedicated to advising on employee benefit matters in the broadest sense as well as executive compensation.  Our expertise in the benefit area pre-dates the passage of the Employee Retirement Income Security Act of 1974 (ERISA), and Kramer Levin’s commitment to this area of practice continues unabated to the present day.  Our benefits group has as its main mission the counseling of employers and their management on the full range of legal issues involved in their maintenance of all types of benefit plans.  This commitment sets us apart from other leading firms, whose benefit departments exist primarily to work on corporate transactions. 

As a result of our long history in the field, our clients include many who come to us especially for counsel on the design and day-to-day administration of their benefit plans, as well as those for whom the Firm does work in other areas.  Representative clients come from many industries, including oil/gas, electronics, financial services, accounting and apparel, among others. We believe that maintaining a core benefit practice is not only rewarding in its own right, but provides invaluable practical experience that enhances our ability to support the other practice areas of the Firm that call upon our expertise.

Principal Areas of Focus

Employee Benefits and Executive Compensation

The group advises clients on the full gamut of employee benefits and executive compensation matters, including equity-based compensation arrangements, deferred compensation and other executive compensation matters; tax-qualified pension, profit-sharing, savings plans and ESOPs; and health benefit and other welfare plans (including cafeteria plans).

Fiduciary and Benefit Claim Litigation

In conjunction with our Litigation Department, we have a major practice representing plan sponsors and fiduciaries in ERISA litigation. Our approach to both fiduciary and claims litigation is to integrate the work of our benefit and litigation groups, which yields results not available in firms that do not maintain a special benefit expertise or integrate the work of the two groups.
 
Together with investigatory and securities defense attorneys in our Litigation Group, we have defended clients against claims of fiduciary breach in a number of high profile matters in the post-Enron environment, in investigations by the Department of Labor, in civil litigation, and in obtaining tax rulings that facilitated favorable settlements. Clients in the area have included board members not otherwise involved with the plan, plan committee members and major institutional trustees.

A sampling of our representations involving benefit claims include filing an amicus curiae brief for The ERISA Industry Committee (ERIC) in a major case involving a former employee's standing to sue under ERISA; successful defense of a class action seeking early retirement subsidies involving a potential $500 million of additional plan liabilities; successful defense of a $700 million claim asserted by the Pension Benefit Guaranty Corporation in bankruptcy; reversal of an adverse jury verdict granting severance benefits; representation of a major bank in defense of a class action seeking profit-sharing and retirement benefits; and successful defense of a class action contesting modification of post-retirement health benefits.

Special Independent Counsel

In addition to ongoing work for regular clients, Kramer Levin acts as special independent counsel to management fiduciaries, such as in transactions involving stock held or purchased for ESOPs or other types of employee benefit plans.

Support for Other Practice Areas

Our commitment to benefits as an important independent area of expertise enhances the quality of support given other practice areas of the Firm, including most particularly our Corporate (including Financial Services) and Corporate Restructuring/Bankruptcy groups.  We counsel investment advisory clients on the full range of ERISA issues associated with plan investments and furnishing of financial services to benefit plans.  Our expertise is also regularly called upon in corporate transactions ranging from negotiating representations and warranties in purchase agreements, to advising on how benefit and executive compensation issues should be addressed in the transaction and dealing with post-transaction implementation.  In addition, the group is often involved in the bankruptcy/corporate restructuring work of the Firm, addressing complicated issues related to the interface (or lack of interface) between ERISA and Federal bankruptcy law, or in helping clients who invest in distressed debt evaluate the potential impact of pension and other post-retirement benefit liabilities.