For the past 18 years, Paul's practice has been largely focused on ERISA and tax issues related to employee benefits and executive compensation. Before that he practiced in a broader area of federal income tax.
Paul has experience with qualified retirement plans (including ESOPs), equity incentives, and many other employee benefits. Clients represented in the past include those in the primary steel, forging, rail, pharmaceuticals, real estate lending services industries. A significant part of his practice includes representation as to transactional matters and industry restructuring.
Qualified Retirement Plans Implementation, Operation and Termination
Restructured defined benefit and defined contribution plans through redesign and plan mergers for public and private companies in the integrated steel, rail products and pharmaceutical industries.
Advised on structure and prepared documentation for complex ESOP arrangements including those that resulted in avoidance of most federal income taxes for an S Corporation that operates for-profit schools and another that extracts minerals.
Consulted on and prepared IRS filings for plan qualification determinations.
Prepared participant notices and communications.
Analyzed ownership structures, including attribution provisions, of businesses to accurately identify related employers.
Advised and assisted sponsors regarding the termination and freezing of defined benefit and defined contribution plans.
Qualified Retirement Plan Disputes and Corrections
Represented public corporation in the mining industry in IRS administrative correction program regarding numerous, long standing operational and form deficiencies for defined benefit plans.
Represented client in Tax Court litigation regarding plan disqualification and seminal law of taxation consequences to participants, employer and trust upon disqualification of previously tax-exempt plan and trust.
Advised trustees of Taft-Hartley plan in correcting many years of erroneous contributions by owner employers to multiemployer plan and avoided litigation even though the contributions were originally induced by union business managers.
Equity Compensation Arrangements
Designed and prepared phantom stock arrangement to maintain key executives following death of principal of family-owned engineering business.
Advised on structure and prepared stock incentive plans and arrangements for public and private corporations and for limited liability companies covering a variety of businesses including banking, pharmaceutical, temporary employment services and primary metals industry.
Advised entities on Rule 16b-3, 162(m), 280G and 409A issues related to these arrangements.
Federal Tax
Restructured debt and equity for complex, inter-related group of entities owned by related entrepreneurial individuals to avoid millions of dollars in income tax on discharge of indebtedness.
Advised individuals on position and represented them in IRS audits regarding avoidance of income taxes on grantor trust income benefiting the individuals but erroneously reported by bank trust department as taxable to them.
Corporate and Business
Following appointment as a key director, successfully assisted a distressed credit union then under governmental supervision return to sound financial health.
Advised corporation in successfully resolving difficult ownership issues and persistent operational disputes.
Succeeded in reducing a state's initial claim for escheat liability in representing a corporation with multi-state operations during prolonged audit arising from the corporation's failure to make required filings and remittances.
Prohibited Transactions and Plan Assets
Advised fiduciaries regarding prohibited transaction limitations in attempt of employer to make in-kind, employer securities, contributions to VEBA trust.
Advised individuals on complexities of real estate investments in IRA and qualified plan trusts.
Analyzed and provided guidance on the transfers of insurance policies between qualified plans and participants.
Created structure to allow shareholders to invest their defined contribution plan assets in a subsidiary of the plan sponsor and convinced reluctant trustee fiduciary of the legality.
Health and Welfare Plans
Assisted in structuring and made governmental exempt organization filing for retiree medical benefit arrangement established through a VEBA trust.
Prepared supplemental unemployment benefit program documents and made governmental exempt organization filings for the SUB trusts.
Advised plaintiff’s trial counsel on strategy in class action for retiree medical benefits claim arising under collective bargaining agreements.
Performed review of contracts, communications and plans and advised industrial business on retiree medical exposure to salaried and union employees.
Advised service providers regarding annual reporting requirements and filing exceptions.
