Overview | Depth of Staff | Clients | Counseling | Advocacy | Breadth of Experience

Overview
The following summarizes some of the group's practice and experience.

Vinson & Elkins has maintained an employee benefits and executive compensation practice for more than 35 years. This broad-based practice covers the entire spectrum of issues encountered by employer sponsors of employee benefit plans, investment managers of plan assets and other fiduciaries, and high-level management concerning executive compensation matters. In our work, we represent a diverse group of clients by providing counseling and advocacy on a regular basis in response to an ever-changing tax, regulatory, and economic environment.

Depth of Staff
We have lawyers in our Houston, Dallas and Austin offices who practice exclusively in the area of employee benefits and executive compensation. As client needs dictate, we also draw upon other firm lawyers who have experience related to this area of practice. A number of our tax and corporate lawyers have significant experience in benefit plan-related and executive compensation matters; our labor and employment lawyers and other litigators also have extensive experience with employee compensation and benefit-related cases. When legal issues arise that are outside of our traditional core practice, we are able to apply our resources and experience to meet any client need.

Our lawyers are supported by a staff of administrative personnel to ensure that work is completed at the most cost-effective level. Our efficiency is further improved by the firm's aggressive use of technology.

Because we have a national practice, we regularly work with clients whose offices are outside of the cities where our lawyers are located. We have found the close working relationship of our lawyers, made possible by close proximity and daily interaction and discussion, to be of substantial benefit to our clients, including those whose primary place of business is elsewhere.

Clients
We represent Fortune 500 companies, multinational corporations, publicly traded and closely held businesses, financial institutions, publicly-traded partnerships, corporate trustees and other fiduciaries, investment advisors, insurance companies, governmental entities, tax exempt organizations, hospitals and other health care providers, professional associations, partnerships, trusts, and individuals.

Our industry experience includes airline, chemicals, communications, construction, education, energy, banking, financial services, health care, insurance, manufacturing, oilfield services, retail, software and technology.

Counseling
We work with plan sponsors, fiduciaries, actuarial consultants, insurance underwriters, and other service providers to design, implement, and administer employee benefit programs and executive and employee compensation arrangements. We draft, amend, merge, and terminate all types of benefit plans and advise clients concerning operational and compliance issues, including tax effects. We assist employers in preparing materials to communicate with employees covered by benefit arrangements and often interface directly with employees concerning their benefits. We also monitor new legislation and regulatory initiatives that may affect our clients' interests.

Advocacy
In disputed matters, we have successfully represented clients before the Internal Revenue Service, Department of Labor, and Pension Benefit Guaranty Corporation, as well as in state and federal court. Our experience includes handling cases from preliminary investigation through the administrative claims review procedure, discovery, trial, and subsequent appeals. When mediation or arbitration are options, we pursue them.

Breadth of Experience
Our practice covers the full range of issues and regulations that affect executive compensation and employee benefits.

Qualified Plans. We have significant experience with all aspects of qualified pension, profit sharing, and stock bonus plans. This includes work with master/prototype plans, ESOPs, 401(k) plans, and cash balance plans. We also regularly deal with self-employed plans, SEPs, and IRAs.

Incentive Compensation. Our practice covers a wide variety of work in the area of executive and incentive compensation, including stock and unit options, restricted stock and units, SARs, bonus arrangements, phantom stock and units, performance plans, SERPs, royalty compensation plans, profit interests and other deferred compensation programs. In connection with this work, we have broad experience with devices used to secure the benefit promise, including rabbi and secular trust facilities and insurance-related funding.

Welfare Benefits. We regularly deal with matters relating to all types of welfare benefit and insurance arrangements with respect to active and retired employees, including health, life, accident, and disability plans, VEBAs, and cafeteria plans. This work also includes HMOs, PPOs, claims administration, Medicare, and other insurance programs. We also assist clients with HIPAA compliance for their group health plans.

Business Transactions. We have extensive experience in handling all of the compensation and benefit aspects of business acquisitions, sales, mergers, spin-offs, takeovers, and leveraged buy-outs. In particular, we have designed and implemented several large employee stock ownership plan leveraging transactions.

Fiduciary Responsibility. Our practice includes significant work in connection with fiduciary responsibility requirements under ERISA and the prohibited transaction rules under ERISA and the Code.

Plan Investment. We are actively involved in structuring all types of benefit plan investments. This encompasses investment transactions within the funding mediums of qualified plans, as well as the creation of pooled investment vehicles for commingled plan investments in oil and gas interests, real estate, and venture capital companies. Our experience in connection with pension fund investment in oil and gas and other energy interests is widely recognized.

Exempt Organizations. We have significant experience dealing with the employee benefit issues of such tax-exempt organizations as charities, foundations, hospitals, and governmental districts and agencies. In this practice area, we work with a wide variety of governmental plans, church plans, 457 plans, and tax-sheltered annuity (403(b)) programs.

Collective Bargaining. Our practice in this area extends to multi-employer plans and to all other types of Taft-Hartley plans. We have significant experience in multiemployer (union) plan withdrawal liability matters, in the administrative stage and throughout the arbitration process.

Employment Relationships. We prepare plans, employment contracts, and independent contractor agreements that incorporate all types of current and deferred compensation, severance benefits including change of control arrangements, golden parachute tax issues, perquisites, and fringe benefits.

Tax and Regulatory. Our lawyers regularly consult with employers, fiduciaries, and executives concerning income and estate tax issues relating to compensation and benefit matters. We also advise our clients regarding new legislation and regulatory efforts affecting employee benefits.

Litigation Support. We are very active in assisting litigators within the firm with the substantive aspects of all types of benefit-related cases including benefit claims disputes and breach of fiduciary duty claims.