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.