In Brief

Kramer Levin counsels employers and management or other fiduciaries on the full range of legal issues arising under all types of benefit plans, both qualified and nonqualified and welfare, as well as executive compensation arrangements. Our practice in benefits is one of the few that pre-dates ERISA, and our dedication to the field has only increased since then. This commitment to broad-based benefits work, including qualified plans, sets us apart from other leading firms whose benefits departments exist primarily to work on corporate transactions or executive compensation only.

We believe that a core benefits practice remains important both in itself and to maximize the quality of support for the firm’s transactional, bankruptcy, and other practice areas that implicate benefits.

As a result of our history and approach to the subject, our clients include many who retain us specifically as benefits counsel, as well as clients of the firm in other areas. Clients come from many industries, including oil/gas, electronics, financial services, accounting and apparel, among others.

Principal Areas of Focus

Employee Benefits and Executive Compensation

Our benefits group advises clients on the full gamut of employee benefits and executive compensation matters, including equity-based arrangements, deferred compensation (elective, SERPs and other), and executive employment and severance agreements; tax-qualified pension, profit-sharing, savings plans and ESOPs; and health benefit and other welfare plans (including cafeteria plans). Our work addresses both compliance and plan design and includes counsel on the fiduciary obligations of persons responsible for plan administration and investments, current advice on new legislative, regulatory and judicial developments, and drafting of plan and trust instruments, summary plan descriptions, participant notices or other communications, benefit explanation and election forms, and contracts with third-party administrators or other providers of services or products.

Fiduciary and Benefit Claim Litigation

The firm conducts a major plan litigation practice extending to every facet of ERISA and MPPAA and the securities laws, at both the claim stage and trial and appellate levels, as well as arbitration. Our approach utilizes both our benefit and litigation groups on an integrated basis, which yields results not readily available in firms without benefit expertise or whose litigators work on their own. 

Subject matter has involved litigation against plan fiduciaries, including both management fiduciaries and institutional trustees (directed or nondiscretionary), benefit claims arising under both qualified and nonqualified plans of all types; litigation involving plans invested in company stock; fiduciary breach claims involving ESOPs; and defense of disability, health and other welfare plan claims, and obtaining tax rulings that facilitated favorable settlements. Clients have included board members (for whom we have secured dismissal of the complaint where they were not otherwise involved with the plan), plan committee members and major institutional trustees.

We also provide counseling to clients to try to minimize the prospects of adverse litigation.

Special Independent Counsel

In addition to ongoing work for regular clients, we act as special independent counsel to management or institutional fiduciaries. Assignments include advising on transactions involving company stock held or purchased for ESOPs or other employee benefit plans, and determinations of whether company stock should be retained as an investment option in 401(k) plans and on what terms.

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.

Dispute Resolution

Our Departmental Co-Chairs are selected from time to time by attorneys or consulting firms to serve as arbitrators or mediators to resolve benefit-related disputes, or render an independent outside counsel viewpoint carrying sufficient weight to assist in dispute resolution.