Prior to joining Thorp Reed & Armstrong, LLP, Ms. Church was the Director, Compensation and Benefits, for KPMG's Pennsylvania Business Unit and a resident in KPMG's Philadelphia office. She has over 20 years experience serving clients on a wide variety of issues related to employee benefits. Before joining KPMG, Ms. Church was a partner with two Pittsburgh-based law firms, engaged in the full range of employee benefit representation. Ms. Church has also worked as an Associate Counsel and Assistant Vice President for Mellon Financial Corporation and as in-house ERISA counsel for Westinghouse Electric Corporation (now known as Viacom).
M&A Employee Benefit Due Diligence
Performed due diligence on numerous transactions for a wide variety of clients, focusing on executive employment agreements, option plans and potential excess parachute payments, in addition to rank-and-file benefit plans and programs.
Negotiated the employee benefit terms and conditions of purchase and sale agreements for numerous transactions as in-house ERISA counsel for multi-national corporation.
Qualified Plans - Defined Benefit and Defined Contribution
Drafted 401(k) plan for business unit of large financial institution and assisted in-house securities counsel prepare a combined prospectus/summary plan description.
Provided day-to-day employee benefit consulting on wide variety of qualified plan issues (both 401(k) and defined benefit plans) for major financial institution and fast-food chain.
Assisted client with conversion of traditional defined benefit plan to cash balance plan.
Prepared amended and restated plan documents for numerous clients and assisted in obtaining favorable determination letters from the IRS.
ERISA Fiduciary Issues
Assisted large financial institution in its role as trustee to negotiate new customer contracts and broker agreements related to its securities lending activities.
Acted as in-house counsel to named fiduciary of pension plans of multi-national corporation.
Assisted in obtaining a prohibited transaction class exemption related to IRAs for client organization representing the banking industry.
Negotiated terms and conditions of new trust agreements between major financial institution and its employee benefit trust customers.
Performed comprehensive analysis of the fiduciary obligations related to plans maintained by one of the largest privately-held companies in Pittsburgh; drafted plan amendments designating specified individuals to act as the Plan Administrator and named fiduciary for plans in order to provide more insulation from potential liability to companies officers and directors.
Counsel to the administrative committee (named fiduciary) of two jointly-administered single-employer VEBA’s providing retiree medical benefits to collectively-bargained employees.
Assisted large retail operation in implementing an “opt-out” managed account program for its 401(k) plans through an independent third-party investment advisor.
Employee Benefits and Bankruptcy
Performed employee benefit due diligence, transition advice and post-closing consulting with respect to client’s purchase (out of Chapter 11) of a manufacturer with a large union workforce.
Provided day-to-day employee benefit consulting to client emerging from Chapter 11, including issues related to COBRA liabilities for retirees of parent organization, potential distress termination of defined benefit plan, and recoupment of overpayments to retirees.
Assisted several lenders in analyzing benefit liabilities in transactions where loans were being made to companies emerging from bankruptcy and/or where assets were being purchased from bankrupt estate.
Early Retirement and Severance Programs
Assisted clients with respect to potential FICA tax refunds related to severance pay potentially characterized as supplemental unemployment benefits.
Assisted large financial organization in designing and implementing early retirement program with enhanced benefits being paid through an overfunded defined benefit plan.
Assisted a publicly-traded chemical company in providing a window benefit voluntary separation program through its tax-qualified plans.
Assisted steel manufacturing company in developing severance pay programs for its rank-and-file and executive employees.
Health and Welfare Plans
Managed a review and risk analysis of all retiree medical plans for client in connection with proposed modification to its retiree medical program.
As in-house ERISA counsel for multi-national corporation, implemented COBRA health care continuation coverage for self-insured health care plan and plans maintained by affiliated companies, including government-owned, contractor-operated facilities.
Drafted revised summary plan descriptions for the health care plans of a large financial institution to comply with the Health Insurance Portability and Accountability Act (HIPAA), the Newborns’ and Mothers’ Health Protection Act, the Mental Health Parity Act, and other applicable laws.
Drafted “wrap” welfare benefit plans and flexible benefits plans for several clients, including a non-profit organization, a manufacturing firm, and a publicly-traded chemical company.
Drafted a combined SPD and Plan document for a premium reimbursement plan to be funded by a jointly-administered single-employer VEBA.
Employee Benefit Plan Compliance
Assisted large manufacturing company to negotiate a post-audit closing agreement settlement with IRS related to its failure to obtain necessary consents to distributions from money purchase plans.
Assisted financial institution with voluntary correction of operational defects discovered post-closing in plan maintained by new subsidiary.
Managed annual reporting project as "back office" provider to the mutual fund operations of a large financial institution.
Assisted numerous clients with restoration to 401(k) plans and payment of prohibited transaction excise taxes related to violations of the plan assets regulations (late deposits of pre-tax contributions).
Performed an on-site, comprehensive tax and ERISA compliance review of all benefit plans maintained by a large pharmaceutical company.
Assisted multi-employer pension plan with a comprehensive tax and ERISA compliance review.
Provided comprehensive review of 401(k) plan and defined benefit plan for large privately-held retail company.
Assisted numerous client with filings under voluntary compliance programs maintained by both the IRS and Department of Labor.
Assisted single-employer, jointly-administered, collectively-bargained VEBA in obtaining tax-exempt opinion letter under Code Section 501(c)(9).
Health Care
Assisted large Health Care Plan joint venture between an organization exempt from tax under Code Section 501(c)(3) and a taxable health care provider with various 401(k) compliance matters, including plan amendments to retain tax-qualification, amendment of administrative forms, non-discrimination testing, and annual reporting obligations.
Provided consulting advice to large teaching hospital regarding potential non-qualified plan options for various doctor groups, and annual reporting obligations for ERISA-covered plans.
Assisted multi-state tax-exempt blood bank with various issues related to its 403(b) program, defined benefit plan, and the establishment of tax-qualified benefit plans for its taxable subsidiaries.
Provided employee benefit due-diligence assistance to overseas blood bank with respect to the potential purchase of a blood and plasma processing facility in the Northeast United States.
Provided tax consulting to a large Delaware-based drug manufacturer related to the redesign of retiree medical benefit plan, annual reporting obligations and various other miscellaneous employee benefit issues.
Provided day-to-day employee benefit assistance to Western Pennsylvania-based drug manufacturer, including plan amendments, coordination of cafeteria plan elections with the Family & Medical Leave Act, merger of two VEBAs, merger & acquisition assistance.
Worked as part of a transactional due diligence team assisting potential purchasers of numerous bio-technology companies evaluate the employee benefit and executive compensation issues related to the transaction.
Assisted affiliate of retail operation in determining the potential licensing requirements for a vision care plan.
