Experience
Comprehensive employee benefits representation of regional health system
Verrill's EBEC group played a central role in supporting the integration of the many retirement plans maintained by a major regional health system following a significant corporate merger. We worked with the client’s consultants and investment advisors in harmonizing plan designs, administrative processes, and investment options, and handled all necessary contract reviews, employee disclosures, and plan amendments for more than two dozen defined contribution plans of various types. This project showcased our ability to navigate complex regulatory landscapes and deliver tailored solutions for a client’s evolving needs. We continue to advise this client on all its employee benefit and executive compensation plans.
Employee benefits legal counsel for fraternal benefit society
A well-known Catholic fraternal benefit society, and long-time Verrill client, engaged our EBEC group to help redesign pension benefits for its employees. Our team worked closely with the client and its actuary to design and implement customized cash balance formulas in three separate defined benefit pension plans. This intricate project involved negotiating with labor counsel, drafting plan amendments, and ensuring compliance with ERISA and the Internal Revenue Code. The new design is to yield significant long-term savings and streamline administrative processes for the client and more sustainable benefits for its employees.
Employee benefits transaction counsel
We advised a large physician network regarding the employee benefits and executive compensation aspects of its acquisition by a subsidiary of one of the largest health insurance companies in the country. The complex transaction involved regulatory scrutiny at federal and state levels and required adept handling of several unique challenges, given the client’s tax-exempt status. Our work included extensive legal analysis and documentation to support the preservation of certain executive compensation arrangements that continued beyond the closing of the transaction, after which the client ceased to be a tax-exempt organization. As is often the case in transactions we work on, the corporate work was handled by a major national law firm.
Health and welfare plan counsel to Fortune 500 companies
Verrill advises several Fortune 500 companies regarding health and welfare plan legal compliance matters. Our team helps these large and demanding employers navigate a wide variety of legal compliance challenges, including COVID-19 vaccination incentives, establishment of a robust fiduciary governance structure, health plan amendments and related disclosures, and integration of acquired entities and dovetailing of benefit plans.
Special project of long-time Fortune 500 client
For more than 25 years, Verrill has served as outside employee benefits counsel to a large, publicly traded insurance company. We helped this client develop a pioneering emergency savings vehicle within its 401(k) plan, which goes beyond the more limited distribution opportunity made available recently under SECURE 2.0. This initiative was designed to alleviate employee financial stress, which was significantly heightened during the COVID-19 pandemic, and mitigate retirement plan leakage. To help this client achieve its goals, we sought an advisory opinion from the U.S. Department of Labor and coordinated the client’s 401k) plan recordkeeper to implement the special feature. The significance of this endeavor is underscored by support from the American Benefits Council, advocating for broader adoption of similar initiatives.
Specialty collaboration with other law firms
Verrill’s EBEC team regularly supports the work of attorneys from other law firms that do not have employee benefits and executive compensation capability in house. We have been asked to collaborate with outside attorneys in corporate transactions and other projects that require our special expertise. Those attorneys trust us to deliver for their clients while respecting their existing relationships.
Advised Fortune 500 Company on Group Health and Welfare Benefit Plans
We were engaged by a Fortune 500 manufacturing company to provide legal and compliance services regarding its group health and welfare benefit plans. During the course of our representation, we have advised the company with respect to several significant matters including its COVID-19 vaccination incentive programs, creating a health and welfare benefit plans fiduciary committee, amending and restating the comprehensive summary plan description for its health and welfare benefit program, advising the company regarding the effects of the American Rescue Plan Act (ARPA) on dependent care tax credits, providing guidance with respect to several prelitigation demands, and providing welfare benefits integration advice on a billion dollar acquisition.
Comprehensive Benefit Plans Representation of Seller in Strategic Acquisition
We represented the largest physician network in Massachusetts in the employee benefits and executive compensation aspects of its acquisition by one of the largest health care companies in the United States. After several rounds of federal and state regulatory review, the transaction closed in 2022. In connection with the transaction, we advised the client regarding the full range of employee benefits and executive compensation issues that commonly arise in the mergers and acquisitions setting – including responses to due diligence requests, the negotiation of benefits-related terms in the transaction documents, the transfer of benefit plan sponsorship, administrative and legal compliance matters, and the like. Because of the unique circumstances (specifically, the acquisition of a tax-exempt organization by a for profit company), we were also required to resolve several novel legal issues regarding certain executive compensation plans maintained by the client and prepare significant related documentation. The law firms representing the client and the acquiror in the transaction are among the largest firms in the United States.
Defined Contribution Plans Investment Menu Harmonization
We advised a major Massachusetts health system regarding the harmonization and rationalization of more than two dozen defined contribution plans with participant-directed investments, which were the combined legacy of several mergers by which the health system was created. The plans had diverse investment option menus and the plans themselves are of varying types, each of which carries its own legal restrictions on permissible investment types. Employees within the system frequently participate in more than one plan because they move between affiliated hospitals and provider groups. We worked with the client’s investment advisors and employee benefits consultants to implement a uniform investment option menu across all plans to the extent possible within applicable legal requirements. We were responsible for all legal compliance work, including advice to the investment consultant during the investment menu selection, the review of new or amended contracts regarding certain investments/services, all necessary employee disclosures and other communications, and plan amendments, as required for each plan involved.
