Editorial: Employee Benefits in Texas
01 May 2007
The wide variety of claims that corporations can be subject to, often involving potential liability in millions of dollars, means that this area is of increasing importance to clients and by extension their outside counsel. This, coupled with the recent changes in regulations in this area, has led to high levels of activity for the partners featured in this chapter – “the government is keeping us busy”, as one souce puts it.
Baker Botts LLP is the only firm to boast four leading figures in this area, with clients covering the whole business spectrum, from small to very large employers with a full array of employee benefit plans and executive compensation arrangements. The firm is said to be “very strong in this area”, and all three featured individuals are based in the Houston office. Bruce Pingree – “one of the very best” – is a former chair of the employee benefits committee of the State Bar of Texas taxation section. He is known for his representation of American Airlines with respect to benefits and transactional benefits issues, such as in the acquisition of substantially all the assets of Trans World Airlines through TWA Airlines LLC. He has also represented US Trust of California in employee stock ownership plan transactions, and New England Life Insurance Company in risk analysis of competing insurance-related benefit programmes to be offered to small businesses. Alongside him is James Raborn, a former chair of the American Bar Association taxation section’s employee benefits committee and “someone we have complete confidence in”, according to a corporate source. He has represented the special committee of the board of directors of Triad Hospitals in an agreement to merge with Community Healthcare Systems in a $6.8 billion plus transaction that will create the largest publicly held hospital company in the US, as well as the administrative committee of the benefits plans of a public company in connection with the multibillion-dollar private equity buyout of the public stockholders, and a public company in the acquisition of a defence contractor substantially owned by an employee stock ownership plan. The third representative from the firm is John Neslage. One respondent said that they had “seen his work and know it to be of the highest quality”. He is known for his work on public offerings, M&A and reorganisations, and has represented clients such as Schlumberger Limited, South Texas Project Nuclear Operating Company and United Space Alliance on benefit plan matters, as well as acting as counsel to Exxon Mobil Corporation and Chevron/Texaco in ERISA litigation.
Vinson & Elkins LLP has “one of the best practices in town for this type of work”, and represents a range of clients across industries as diverse as airlines, communications, health care and financial services. In recent years the firm has scored notable successes in this area, including the dismissal of state law claims and ERISA claims on behalf of Shell Oil, brought by former executives seeking additional pension benefits. Recent lateral hire Felicia Finston is based in the Dallas office. “A definite inclusion on any list of the best,” she is former chair of the compensation and employee benefits committee, section of taxation of the State Bar of Texas, and the employee benefits committee of the Dallas Bar Association. She is well known for representing clients before the Internal Revenue Service, Department of Labor and the Pension Benefit Guaranty Corporation, as well as advising clients on health plan regulatory and transactional matters. She consolidated and redesigned all non-qualified retirement plans, welfare plans and qualified retirement plans of two Fortune 500 companies in connection with recent corporate merger.
In the Houston office, Carol Jewett is “absolutely top-notch”. Like Finston, she is a former chair of the employee benefits committee of the section of taxation of the Texas Bar Association, and was highly praised for her work for aviation, energy and financial services industry clients.
Our sources spoke very highly of Fulbright & Jaworski LLP’s Mark Miller: “he is excellent, I would recommend him to anyone,” said one. He has represented more than 100 companies in their retirement plans, health and welfare plans and executive compensation programmes, and is also co-head of the firm’s ERISA litigation practice group. Also from the Houston office, Stephanie Schroepfer “comes with the highest recommendation” from our interviewees. She has worked on employee benefits aspects of numerous asset and stock sale transactions and IPOs in a range of industries, including energy, steel, equipment manufacturing and retail. She is currently serving as chair of the employee benefits committee of the tax section of the State Bar of Texas. She has recently advised companies in connection with new SEC proxy disclosure rules, as well as working on government audits and internal investigations relating to backdated and discount stock options. She has also worked on a complex merger of seven defined benefit retirement plans.
Haynes and Boone LLP has two nominees: Charles Plenge and Greta Cowart, both from the Dallas office. The firm has represented clients such as Randall’s Food Markets and Gulf/Chevron in employee benefits litigation, as well as Hitachi Consulting Corporation, Trinity Industries and others in relation to the ERISA aspects of mergers and acquisitions. Plenge is rated as a “fantastic lawyer” by his peers, and is known nationwide as chairman of the IRS advisory committee on tax exempt and government entities. Alongside him, Greta Cowart is also a “very prominent figure” across the US, due in part to her role as chair of the employee benefits committee of the ABA’s section of taxation. She was commended by our sources across a range of areas, particularly for her work relating to IRS employee plans, team audits and DoL audits of employee benefit plans.
Locke Lord Bissell & Liddell LLP has two highly rated lawyers in the following pages. The firm has a “stellar reputation” in this field, and can count Dell, El Paso Energy Corporation and Kimberly Clark Corporation among its clients. Philip Bush is “top drawer” for compliance work, as well as for his work in front of the IRS and DoL in resolving compliance issues. His proficiency in tax advice in this field was also praised. Also in the Dallas office, Stuart Bumpas is “immensely knowledgeable”, with a background as former assistant to the commissioner of the IRS, and is recommended for his work relating to the design and implementation of tax-qualified retirement plans, among many other areas.
At Thompson & Knight LLP, Mike Holt is “definitely among the best in the state”, and the former chair of the executive compensation subcommittee of the State Bar of Texas was praised for his ERISA work in particular. Also from Dallas, Sharon Fountain is said to be “thoroughly impressive”. Picked out for her tax and ERISA work, she was highly commended for her representation of employers and executives with regard to employee benefits and executive compensation issues in mergers and acquisitions.
Jones Day also has two lawyers in this chapter, thanks to the April 2007 hire of Gary Short from Vinson & Elkins. Highly rated by our sources, he was singled out for his work on the treatment of benefit plans and executive compensation in business transactions, as well as on the investment of pension assets. He joins James Carey, who leads the employee benefits practice in the Dallas office. A “very fine lawyer”, Carey was recommended to researchers for both his counselling and representation of clients such as JC Penney Company, Baylor Health Care System and Total Petrochemicals USA.
Several other individuals stood out in our research as leading figures in Texas in this field. Gardere Wynne Sewell LLP’s “recognised authority” on union and non-union qualified plans, Suzan Fenner, counts Dean Foods Company, Home Interiors & Gifts and Lincoln Property Company among her clients. Baker Rector’s inclusion gives Hunton & Williams LLP a presence in this chapter. He was picked out by his peers as a “very solid operator”. James Griffin at Jackson Walker LLP is also based in Dallas, and was described as “very impressive” for executive compensation, stock option, and pension and 401(k) plan work relating to industries including technology, manufacturing and energy. Karen Suhre runs her own practice in Dallas, and was described to researchers as being “as good as anyone else in the state”. Formerly the chair of the employee benefits and executive compensation section of the Dallas Bar Association, she is a “very fine lawyer for ERISA and executive compensation”.
Riva Johnson at Morgan Lewis & Bockius LLP scored particularly well in the research, and is a “thorough and conscientious lawyer who provides consistently high levels of service”. A charter Fellow of the American College of Employee Benefits Counsel, she is particularly well known for reviewing and designing a range of plans for employers, in particular in the use of employer stock in benefit plans, as well as the representation of companies and fiduciaries in ESOP transactions, and companies before the IRS and DoL. David Cowart at Sonnenschein Nath & Rosenthal LLP would be a “definite inclusion on anybody’s list of the best”. Based in Dallas, he was the first chairman of the American College of Employee Benefits Counsel and has also chaired the ABA tax section’s employee benefits committee. A “very eminent lawyer”, he was repeatedly recommended for his retirement and health and welfare plans work, as well as for his work on executive compensation matters and related transactions.