Milbank's Compensation and Benefits Group has been active for many years in the two major categories of the modern employee benefits practice: executive compensation and employee benefit plans and arrangements, and the application of the ERISA fiduciary responsibility rules to benefit plan investments.
Executive Compensation; Employee Benefit Plans
We maintain a broad and diverse executive compensation practice, and we have extensive experience in designing and preparing senior executive employment agreements, equity-based arrangements (including stock option and restricted stock plans), deferred and incentive compensation programs, separation and severance arrangements and compensation programs for non-employee directors.
We also have an extensive "transactional" benefits practice, including negotiating representations, warranties and covenants in connection with numerous mergers, acquisitions, spin-offs and other corporate transactions. In addition, we have designed and implemented many types of special compensation arrangements that tend to arise in such transactions, including change in control agreements and other types of retention and severance programs.
We also represent numerous corporations and not-for-profit institutions as sponsors of all types of benefit plans and programs, including tax-qualified plans and supplemental retirement and benefit restoration plans.
Plan Investment Products; Prohibited Transaction Issues
Our Group is well known for advising clients with respect to the fiduciary responsibility and prohibited transaction provisions of ERISA and the Internal Revenue Code. We have advised both financial institutions and plan investment managers regarding the fiduciary responsibility, plan asset and prohibited transactions issues relating to various types of investments by benefit plans, including debt and equity offerings, private placements, structured notes, hybrid securities, and various types of investment funds.
In addition, we have been involved in the development of many investment structures and techniques that have subsequently become accepted in the field, including master trusts and collective investment funds, so-called "synthetic" guaranteed investment contracts and "stable value" wrap agreements, foreign investments, and securities lending. We have had substantial experience dealing with, and securing prohibited transaction exemptions from, the U.S. Department of Labor in many of these areas.