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ERISA Fiduciary Investment Basics 2011


Speaker(s): Arthur H. Kohn, Edward J. Rayner, Erin K. Cho, Howard Pianko, Ira G. Bogner, James S. Frazier, Jeffrey Ross, Jesse D. Taran, Kathleen Ziga, Linda J. Haynes, Martha N. Steinman, Melanie Nussdorf, Michael J. Albano, Patricia Anne Kuhn, Patrick S. Menasco, Sarah E. Downie, Steven W. Rabitz, Suzzanne Yao
Recorded on: Feb. 23, 2011
PLI Program #: 29578

 

Areas of Practice

  • ERISA, Labor & Employment
  • ERISA/
    Employee Benefits/
    Litigation/
    Executive Compensation
  • Employee Benefits/
    ERISA/
    Executive Compensation
  • Tax
  • Congressional Oversight & Investigations

     

    Education

  • New York University School of Law, J.D., 1973
  • University of Pennsylvania, B.A., 1970

     

    Bar & Court Admissions

  • District of Columbia

 

Melanie Nussdorf is a partner in the Washington office of Steptoe, where she is a member of the Tax and Employee Benefits groups.

Her practice spans the entire range of employee benefits, from the tax-based rules for qualified pension plans, to fiduciary issues, welfare benefits, and plan termination. Ms. Nussdorf's particular focus over the last several years has been fiduciary issues, including prohibited transaction exemption questions under ERISA, especially in connection with financial products and services. Ms. Nussdorf represents a number of financial institutions including major banks, investment advisers,brokerage firms, and insurance companies. In addition, she has particular experience in all aspects of the plan termination process, including issues of employer liability for poorly funded plans terminating in or outside of a bankruptcy proceeding. She has done substantial work on ERISA issues relating to hedge funds and private equity vehicles. She also has substantial experience with the exemption and advisory opinion process under ERISA and has worked extensively on legislative issues related to ERISA.

Ms. Nussdorf was counsel for age and sex discrimination at the Department of Labor prior to serving as Executive Assistant to the Solicitor of Labor from 1977-81. During this period, she had significant oversight responsibility for the department's legal work under ERISA. From 1981-84, she served as Special Counsel at the Pension Benefit Guaranty Corporation.

Noteworthy

  • Listed in Best Lawyers in America 1995-2014 for Employee Benefits(ERISA)Law and ERISA Litigation
  • Received Star Individual Rating for DC: Employee Benefits & Executive Compensation in Chambers USA: America’s Leading Business Lawyers 2011-2013
  • Ranked #1 for Nationwide: Employee Benefits & Executive CompensationinChambers USA: America’s Leading Business Lawyers 2011-2013
  • Ranked #1 for DC: Employee Benefits & Executive Compensation and Nationwide: Employee Benefits & Executive Compensation inChambers USA: America’s Leading Business Lawyers 2004-2013
  • Recommended as a Leading Lawyer for Labor & Employment: Employee Benefits & Executive Compensation by Legal 500 US 2009, 2013
  • Recommended for Labor & Employment: Employee Benefits& Executive Compensation by Legal 500 US 2012
  • Recommended for Tax: Employee Benefits & Executive Compensationby Legal 500 US 2011
  • Listedin Washington, DCSuper Lawyers 2007-2013
  • Listed in Lawdragon 3000 Leading Lawyers in America 2011
  • Listed as International Law Office Client Choice Award Guide 2010 winner for USEmployment and Labor 2010

 

Select Seminars & Events

“Other Regulatory Regimes Affecting the Investment Management Industry,” PLI’s Investment Management Institute 2013

"Pension Plan Investment: Current Perspectives," Practising Law Institute's Conference, April 5, 2011

"ERISA Fiduciary Basics," Practising Law Institute's Conference, February 23, 2011

"Investment Management Institute," Practising Law Institute's Conference, February 10, 2011

"CFTC’s Proposed Business Conduct Standards for Swap Dealers: Costs and Consequences to Swap Dealers and Plans," Practising Law Institute's Teleconference, January 25, 2011

"DOL’s Proposed Significant Expansion of the Fiduciary Definition," Practising Law Institute's Teleconference, November 19, 2010

Selected Publications

Expanded Roth Conversion Opportunity for Retirement Plan Participants
January 11, 2013

ERISA Advisory - $36.9 Million Awarded in ERISA Class Action Challenging Investment Selection and Compensation Paid to 401(k) Plan Recordkeeper
May 3, 2012

ERISA Advisory - Department of Labor Releases 408(b)(2) Fee Disclosure Regulations
March 9, 2012

ERISA Advisory - CFTC Announces New Swap Rules
February 2, 2012

ERISA Advisory - Labor Department Issues Final Regulations Addressing Provision of Investment Advice to Participants and Beneficiaries of Self-Directed Individual Account Plans and IRAs
October 31, 2011

ERISA Advisory - Proposed Regulation Redefining Fiduciary
November 5, 2010

ERISA Advisory - ERISA Advisory Council Makes Stable Value Fund Recommendations to Labor Department
November 17, 2009

Melanie Nussdorf Quoted in Pensions & Investments about Revamped Rules for Offering Investment Advice
May 4, 2009

 


Kathleen Ziga has a diverse practice that focuses on the ERISA and the tax aspects of financial products and advises plan sponsors, fund managers, and financial institutions on pension- and fiduciary-related matters.

She has worked extensively with investment companies, investment advisers, broker-dealers, transfer agents, trust companies, banks, insurance companies, and other clients in the financial services industry on ERISA fiduciary and other issues. She advises both investors and investment managers on the tax, ERISA, and other regulatory aspects of pension investment and private investment funds.

She regularly represents pension plans, endowments, charitable trusts, foundations, and funds of funds as investors. She has also been engaged as special counsel with regard to private equity, venture capital, hedge funds, and real estate funds.

She has been recognized as among the "Women Leaders in the Law" by the Philadelphia Legal Intelligencer and the Pennsylvania Bar Weekly in the ERISA area and is listed in The Best Lawyers in America.

Professional Activities
She is a frequent speaker on tax and ERISA matters at seminars and conferences. She is a former chair of the Philadelphia Bar Association Tax Section and a current member of several committees of the American Bar Association Business Law and Tax Sections.

Education
Michigan State University, B.A., 1969, Phi Beta Kappa
University of Michigan, M.A., 1970; J.D., 1977

Bar and Court Admissions
Member, Pennsylvania Bar
Admitted to practice before the United States Tax Court


Arthur Kohn is General Counsel – ERISA, Compensation and Benefits at Citigroup.  Prior to joining Citigroup, Arthur was a partner at Cleary Gottlieb Steen and Hamilton LLP. His practice focused on compensation and benefits matters, including executive compensation, pension compliance and investment, employment law and related matters.

He repeatedly has been recognized for his work on behalf of clients by the business and legal press, including Best Lawyers, which named him its 2014 New York Employee Benefits (ERISA) Lawyer of the Year. He has also been recognized for his work in employee benefits and executive compensation law by Chambers USA, The Legal 500, Super Lawyers of New York and others.

He is frequently invited to speak about executive compensation, taxation and corporate governance matters across the United States. Arthur is an adjunct professor at New York University School of Law and a regular guest lecturer at Columbia Law School.

Arthur received a B.A. from Columbia University and a J.D. from Columbia Law School, where he was admitted into the Accelerated Interdisciplinary Legal Education program, was appointed a Harlan Fiske Scholar and received Phi Beta Kappa honors.


Edward J. Rayner is a Partner and is Chairman of the Executive Compensation, ERISA and Employee Benefits Group. Ed’s practice encompasses all aspects of executive compensation, employment and severance arrangements, pension plan investments and employee benefits.

Ed has extensive experience negotiating, designing and implementing employment agreements and severance agreements for CEOs, chairpersons and senior executives of public and private corporations, both domestic and foreign. Ed has represented a large number of clients in leveraged and management buyouts, including many of the most prominent buyout firms, as well as management teams and individual senior executives. As a result of these transactions, Ed has acquired exceptional expertise dealing with the issues arising from using stock in privately-held companies in connection with compensation arrangements.

In addition, Ed also regularly represents financial professionals, such as bankers, asset managers, hedge funds and various other professionals in connection with employment, severance, partnership and other compensation arrangements. 

Ed is a nationally recognized expert on the issues relating to managing pension plan assets and dealing with counterparties that are subject to ERISA. He has regularly advised clients on all aspects of ERISA’s fiduciary responsibility rules and has a great deal of experience advising both financial institutions, such as banks and insurance companies, as well as various hedge and private equity funds on these rules. Ed’s experience in this area includes the following matters:

  • Advising financial institutions on ISDA transactions and various other transactions with pension plans and other entities subject to ERISA
  • Setting up “plan asset” funds and establishing investment procedures for such funds to comply with ERISA's fiduciary obligations
  • Structuring funds and other vehicles to avoid plan asset status by remaining below the 25% threshold
  • Using the Venture Capital Operating Company/Real Estate Operating Company exemptions under the plan asset regulation and structuring the prospective investments by funds to comply with those exemptions
  • Structuring certain corporate and structured finance vehicles to comply with ERISA's requirements
  • Representing both borrowers and lenders, including banks and insurance companies, with respect to ERISA provisions in credit and other lending arrangements

Ed has also represented clients in all kinds of acquisitions and divestitures in connection with ERISA and executive compensation, including mergers, sales of assets, tender offers, spinoffs, split-offs, reorganizations and other transactions. Many of these transactions were large multi-billion dollar transactions.

Ed is a frequent ERISA speaker at prominent conferences, including PLI, NYSBA, Institutional Investor and West Legalworks. He is frequently called upon by the press to comment upon executive compensation, ERISA and employee benefits matters. To read samples of such press coverage, please click here.   


Previous Positions

Katten Muchin Rosenman LLP, Partner (2006-10)

Tannenbaum Helpern Syracuse & Hirschtritt LLP, Partner (2005-06)

Milbank, Tweed, Hadley & McCloy LLP, Associate (1999-2004)

Simpson Thacher & Bartlett LLP, Associate (1995-99)

Winston & Strawn LLP, Associate (1991-93) 

Distinctions 

  • Named by The Best Lawyers in America as one of the leading lawyers in Employee Benefits Law (2008-13 editions)
  • Named as a "Super Lawyer” in Employee Benefits Law & ERISA by Super Lawyers Corporate Counsel Edition magazine (2010 edition)
  • Named as a "Super Lawyer" in Employee Benefits/ERISA by New York Super Lawyers - Metro Edition magazine (2007-13 editions)

 
Publications

  • Co-Author (with Matthew Young), Last Chance For Companies To Correct Section 409A Document Failures Without Penalties, Pryor Cashman Legal Update (November 2010)
  • Co-Author (with Matthew Young), Discriminatory Health Plans Will Be Subject To Significant Penalty Taxes, Pryor Cashman Legal Update (September 2010)
  • Author, The Pension Protection Act's Fiduciary Provisions, Benefits & Compensation Digest (January 2007)
  • Author, QPAM Exemption Amended, AIMA Journal (Winter 2005)
  • Author, ERISA's Top Hat Exemption: A Primer, Tax Notes (April 2003)
  • Co-Author, Recent Developments Affecting Employee Stock Options, Wall Street Lawyer (April 2003) 

Speaking Engagements

  • Speaker, Commingled Investment Vehicles, Practising Law Institute (February 2011)
  • Speaker, Pension Plan Investments 2010: Current Perspectives, Practising Law Institute (April 2010)
  • Speaker, The “A” List Grows: The Impact of Code Section 457A on Deferred Compensation, New York State Bar Association (September 2009)
  • Speaker, ERISA For Money Managers: A Practical Workshop, West Legalworks (April 2008)
  • Speaker, Hedge Funds: Key Issues in Investing, Monitoring and Exiting, Practising Law Institute (March 2008)
  • Speaker, Pension Plan Investments 2007: Current Perspectives, Practising Law Institute (May 2007)
  • Speaker, Fund of Funds Business Operations Forum, Financial Research Associate (May 2007)
  • Speaker, New Frontiers in Hedge Funds Due Diligence, West Legalworks (March 2007)
  • Speaker, ERISA, PPA AND LDI: A Hands-On Seminar For Working With ERISA Clients, Institutional Investor (2007)
  • Speaker, Pension Protection Act of 2006, Institutional Investor (September 2006)
  • Speaker, The ABC's and XYZ's of Operating Hedge Funds with ERISA Investors, Institutional Investor (February 2006)   


Professional Associations

American Bar Association, Tax Section


Education

LL.M. in Taxation, New York University School of Law, first in class, 1995

J.D., University of Illinois College of Law, magna cum laude, 1991

B.S., Columbia University, 1988


Bar Admissions

New York (1992)

U.S. District Courts for the Southern and Eastern Districts of New York (1992)


Languages

Spanish


Erin K. Cho is a partner in the Retirement Services and Employers Practice Groups at Groom Law Group and Chair of its Women’s Initiative.  She advises clients on a wide range of matters involving ERISA’s fiduciary and conflict of interest rules. She counsels plan sponsors on all aspects of ERISA fiduciary compliance, including plan governance, plan expense issues, and the selection and monitoring of plan investment options. She also has extensive experience advising broker-dealers, asset managers, insurance companies and investment bankers with respect to the many and varied services and investment products they offer to U.S. pension plans.

Erin also represents clients in connection with audits and investigations as well as advisory opinion and exemption requests before the Department of Labor. Erin regularly writes on pension investment matters for a variety of publications. She is a frequent speaker on ERISA matters and is the co-chair of the Practising Law Institute’s annual conference, “ERISA: The Evolving World.”

Erin received her J.D. cum laude from Harvard Law School and her B.A. Phi Beta Kappa, magna cum laude from Yale University.   


Ira G. Bogner is chair of the firm’s Tax Department and a member of the Employee Benefits & Executive Compensation Group. Ira represents a varied list of clients, including financial service companies, entertainment industry clients, and tax-exempt organizations, and also actively represents individual executives in executive compensation matters.

Areas of Concentration

Ira has provided guidance to clients on a wide variety of matters in the areas of employee benefits and executive compensation, including:

  • investment of plan assets
  • implementation of employee benefit plans
  • employee benefit issues in mergers and acquisitions
  • awarding of equity-based compensation
  • negotiation and drafting of employment agreements and severance arrangements
  • structuring, analyzing and maintaining investment funds that are suitable for plan investors

Ira counsels clients with respect to the tax, securities law disclosure, corporate governance, stock exchange and other requirements relevant to executive compensation arrangements. Ira also provides advice regarding equity arrangements, employment agreements, change in control agreements and all other types of executive compensation arrangements, including guidance regarding “409A,” “162m,” “457A,” and “280G.”

Ira frequently is called on to structure and analyze alternative investments for pension trusts and other exempt organizations. He also works with the firm’s corporate and real estate lawyers in structuring and maintaining investment funds that include participation by pension plans. Through his work in the investment fund area Ira has obtained substantial experience in applying the rules provided under the “plan asset” regulations, including the operation of venture capital operating companies and real estate operating companies. He has assisted in the formation of private equity, real estate, infrastructure and hedge funds, including “fund of funds.” Ira also has advised clients on both avoiding ERISA “plan asset” status and operating an investment fund in accordance with ERISA.

Thought Leadership

Ira has published a number of articles in publications such as The New York Law Journal, The New Jersey Law Journal, The Daily Deal, The Journal of Pension Planning and Compliance, Mergers and Acquisitions (The Monthly Tax Journal), The Journal of Taxation and Regulation of Financial Institutions, The Metropolitan Corporate Counsel, European Private Equity & Venture Capital Associations, The LPA Anatomised and Private Equity International and has been named to the Board of Advisors of the Journal of Taxation and Regulation of Financial Institutions. He also has lectured on topics such as the classification of workers, drafting employment agreements, equity alternatives for senior executives, investing IRA assets, the plan asset regulations, shareholder approval of equity plans, Code Section 409A, and key provisions for ERISA investors investing in a private equity fund.

Recognition

Ira has been recognized and ranked by various directories. US Legal 500 has carried the following comments: “Ira Bogner is ‘available, responsive and knowledgeable;” “Ira Bogner ‘provides a level of comfort with respect to business issues that is rare in the world of ERISA;” “Ira Bogner is the ‘go-to guy for fund sponsors needing help with ERISA.’"


James Frazier focuses his practice in the area of ERISA and employee benefits. A large part of his practice is devoted to advising clients with respect to the application of ERISA's fiduciary standards and prohibited transaction provisions to their activities in transactional and regulatory matters.

James regularly advises financial services firms with respect to the structuring of investment vehicles and other investment products, including complex structured products and derivatives, offered to employee benefit plans and entities deemed to hold the assets of such plans. He routinely advises financial services firms in connection with the provision of services, such as investment management and brokerage services, to such plans or entities. James also advises clients regarding issues that arise under ERISA and the Internal Revenue Code in the context of corporate transactions. He also routinely represents clients before the U.S. Department of Labor's Employee Benefits Security Administration.

Recognized by Chambers USA as a leading lawyer, James was praised for his ERISA experience and clients noted that he "is thoughtful, has a great practical approach and is very helpful in giving us a sense of where we are in the pack." James has also been recognized in Best Lawyers in America as one of the nation's leading lawyers in ERISA law.

Prior to entering private practice, James was a Pension Law Specialist with the U.S. Department of Labor, where he spent extensive time working with the fiduciary provisions found in, and prohibited transaction exemptions issued under, Title I of ERISA.

James received his J.D., cum laude, from the University of Arkansas School of Law, and an LL.M. in Taxation and Certificate in Employee Benefits Law, as well as an LL.M. in Labor Law, with distinction, from the Georgetown University Law Center. He earned his undergraduate degree from the University of North Carolina. He is admitted to practice in New York and North Carolina.


Linda Haynes advises clients on the complex and ever-evolving ERISA fiduciary matters that affect plan fiduciaries today.

Employers who are responsible for operating large employee benefit plans (including investing the assets of those plans) are subject to constantly evolving, complex rules. Linda counsels clients on fiduciary and governance matters raised by operating such plans, including the formation and operation of plan fiduciary committees with respect to such plans, and assisting fiduciaries of such plans in complying with ERISA and effectively managing risk. She advises clients on the complex and ever-evolving ERISA fiduciary matters that are unfolding and impacting plan fiduciaries.

Linda counsels mid-size to Fortune 500 clients in all elements of employee benefit plans and executive compensation. She regularly counsels public and private clients in connection with the design, development, and ongoing compliance of their employee benefit programs, including qualified and nonqualified retirement plans, health plans, cafeteria plans, and other types of welfare plans.

She has substantial experience in advising employee benefit plan fiduciaries regarding their duties and responsibilities. Linda frequently conducts training for fiduciary committees, including training regarding general fiduciary duties under ERISA, prohibited transactions, and current developments. Linda regularly advises clients regarding fiduciary issues and obligations raised by proposed plan investments. In addition, she counsels clients regarding employee benefit plan investment policies, negotiates investment management agreements, and reviews alternative investment vehicles. Linda works closely with the firm's Employee Benefits Litigation group in cases involving complex ERISA issues, including fiduciary issues and hybrid defined benefit plan issues.

Linda has significant experience in advising clients concerning their defined benefit pension plans, including cash balance and pension equity plans. Linda's practice also includes advising clients on employee benefits and executive compensation issues raised in mergers, acquisitions, and dispositions.

Linda began her practice in employee benefits law as an employee benefit paralegal more than 30 years ago. Counseling clients in this area for that long has given her a detailed understanding of the multitude of real-world problems employer encounter daily when operating employee benefit plans, and how to craft practical solutions that satisfy the business needs of her clients.

At Seyfarth, Linda enjoys having the opportunity to work with the large group of attorneys who practice exclusively in employee benefits—and who enjoy it as much as she does.


Martha Steinman is a partner in the New York, NY office of Hogan Lovells. Martha’s practice focuses on corporate governance, disclosure, securities, and tax matters, with an emphasis on advising boards of directors, compensation committees, and senior management.

As Co-Chair of the firm’s Employee Benefits and Executive Compensation practice, she counsels clients in diverse industries, including luxury brands, to navigate the rough seas they face as they strive to develop sensible and effective compensation programs in the face of potential criticism from shareholders and outside commentators. Martha's goal is to offer her clients pragmatic advice to find solutions that will meet their business needs, reflect evolving best practices, and withstand external scrutiny.

Martha has widespread experience in executive compensation, employee benefits, qualified and non-qualified plans, and welfare plans. She also works with clients to address employee benefit issues in the context of mergers, acquisitions, and divestitures, guides them through the transaction itself, and advises them on post-closing transition issues.

A significant portion of Martha's practice is in the area of equity and incentive compensation. Additionally, she works with clients to negotiate employment and severance agreements, design compensation packages, and determine retirement planning. Martha also advises companies on traditional employee benefit plan matters. She works with her clients to insure the qualified status of their plans under IRS rules and advises retirement plan committees on ERISA fiduciary matters. Where her clients face challenges, she works with them to defend audits and negotiate settlements with the IRS and the Department of Labor.

Martha is a frequent speaker on matters relating to executive compensation, corporate governance, and ethics. She is active in bar association and other industry groups and has held numerous leadership positions.


Michael J. Albano is a partner based in the New York office of Cleary Gottlieb Steen & Hamilton LLP.  His practice focuses on executive compensation and benefits matters, including the governance, taxation and design of compensation arrangements, the executive compensation and benefits aspects of mergers and acquisitions, pension investment and fiduciary matters, private equity compensation and governance issues, employment law and related matters.

Michael is distinguished by Chambers USA, The Legal 500 U.S., The Best Lawyers in America and Super Lawyers of New York as a leading practitioner in the area of employee benefits and executive compensation.  He is routinely invited to speak at leading industry conferences on compensation and governance matters, and is recognized as a thought leader in the executive compensation and ERISA space.

Michael is head of the firm’s Executive Compensation and ERISA group and chair of the firm’s Pension and Employee Benefits Committee.  He received a J.D. from Georgetown University in 2001 and an undergraduate degree from Duke University in 1998.  He is a member of the New York bar.


Patricia is a member of the bank’s Legal Department. She provides advice and guidance on ERISA, fiduciary and other employee benefit plan and retirement issues to the Global Wealth and Investment Management business.  Her responsibilities include supporting institutional and individual retirement programs and services and non-qualified deferred compensation and equity plans.

Prior to Bank of America, Ms. Kuhn was a Managing Director at BlackRock in Legal and Compliance and a counsel at Shearman & Sterling LLC in the Executive Compensation & Employee Benefits Group.  She advised clients on issues arising under the Title I and Title IV of ERISA and other employee benefit plan and employment issues.

Patricia received a Bachelor of Fine Arts degree from the State University of New York, College at Purchase in 1983, and a Juris Doctor degree from Boston University, cum laude in 1989, and she was a member of law review.


Patrick Menasco is a nationally-recognized ERISA and public plan investment lawyer with 25 years of public and private sector experience.  He enjoys longstanding connections with regulators, a broad technical proficiency in ERISA and public plan regulation, and a gift for blending analysis with insight.  Patrick’s work focuses on investment funds (particularly real estate, transportation and stable value-related strategies), general asset management, bank/broker-dealer netting opinions, derivatives and other capital market transactions, prohibited transaction exemptions, government investigations, and adversarial proceedings.  His clients include major national and international financial institutions.

Patrick is also a frequent lecturer on employee benefit investment issues at the Practising Law Institute in New York and has served as an adjunct professor at the George Washington University Law School for ten years. He is regularly recognized by Chambers USA and The Legal 500 lists of top lawyers for employee benefits and executive compensation.


Practice Area:

Employee Retirement and Health Benefits

Plan Governance

Fiduciary Advisory Services

Executive Compensation

International Benefits

Howard Pianko is the head of Seyfarth Shaw’s New York benefits practice. During his more than thirty-five years of experience in employee benefits law and executive compensation, he has counseled both domestic and international clients on matters running the full benefits gamut. His current practice focuses extensively on fiduciary and plan governance matters, executive compensation (including both domestic and cross-border equity and incentive plans) as well as benefit and employment considerations in M&A transactions, including post-transaction implementation and restructuring.

He is a Charter Fellow in the American College of Employee Benefits Counsel and a founding member of the International Pension and Employee Benefits Lawyers Association. He has been recognized for his professional expertise by, among others, Chambers, Legal 500 and Best Lawyers in America and also designated as a BTI Client Service All-Star. He originated and co-chairs two PLI programs involving ERISA investment considerations and another focused on the application of ERISA to the health plan space.


Sarah Downie is an Executive Compensation & Benefits partner in Weil’s Tax Department and is based in New York. Ms. Downie advises clients on all aspects of compensation and employee benefits.

Ms. Downie has extensive experience in the executive compensation and employee benefits aspects of mergers, acquisitions and financings. She represents senior executives and companies in the negotiation and drafting of employment and severance agreements. She also advises as to the design and operation of executive and employee benefit arrangements including equity compensation and cash incentive plans, change in control and retention arrangements and nonqualified deferred compensation plans. In addition, Ms. Downie regularly advises employers on the design and operation of tax-qualified retirement plans, including 401(k) plans, 403(b) plans and 457(b) plans, as well as health and welfare benefit plans.

Ms. Downie advises clients on pension plan investment and compliance with ERISA’s fiduciary obligations and prohibited transaction rules. She regularly counsels private fund sponsors in connection with ERISA’s “plan asset” regulations and with VCOC, REOC and similar issues.

Ms. Downie is recognized for Employee Benefits by Super Lawyers and has been recommended for Employee Benefits and Executive Compensation by Legal 500 US. She served as Chair of the New York City Bar Association’s Employee Benefits and Executive Compensation Committee and is a member of the Steering Committee of the New York Chapter of Worldwide Employee Benefits Network.


Steven W. Rabitz is a Partner at Dechert LLP focusing on executive compensation matters for public and private companies and the fiduciary responsibility, prohibited transaction and funding rules of ERISA.  He is regularly featured in Chambers USA for his work in employee benefits and executive compensation and in Best Lawyers for his ERISA-related practice. He is nationally recommended by The Legal 500 and was named a “Leading Lawyer” in 2017, in addition to being ranked in Super Lawyers.   Mr. Rabitz’s writing on current legal topics and issues has appeared in numerous publications, including, Tax Management Compensation Journal, Pension & Benefits Daily, Derivatives: Financial Products Report, The Hedge Fund Law Report, and he has been quoted in such publications as The Wall Street Journal, Financial Times, Institutional Investor, Barron’s, Bloomberg, Hedge Fund Law Report, International Business Times and Law 360. In 2015, he received the Burton Award for excellence in legal writing.

Prior to private practice, Mr. Rabitz pioneered and led the ERISA, executive compensation and benefits legal function at Lehman Brothers and served in a similar capacity at Barclays Capital. He also worked as part of a dedicated team of ERISA and compensation lawyers at Goldman Sachs earlier in his career. Prior to joining Dechert, Mr. Rabitz was a partner at a national leading law firm.


Suzzanne is senior counsel and advises the firm on products and services to ERISA (Employee Retirement Income Security Act) plans. She joined Goldman Sachs in 2007 as a vice president in the ERISA and Benefits Group and was named managing director in 2013. Prior to joining the firm, Suzzanne was an associate in the Employee Benefits and Executive Compensation Group at Fried, Frank, Harris, Shriver & Jacobson LLP. Suzzanne earned a BA from Columbia University and a JD from Harvard Law School.


Jeffrey Ross is a partner and chair of the Executive Compensation & ERISA Department, resident in Fried Frank’s New York office. He joined the Firm in 2008 and became a partner in 2009. Mr. Ross’s broad practice focuses on high-stakes ERISA and executive compensation matters in complex transactions.

As part of the Firm’s sophisticated M&A and Private Equity teams, clients frequently call upon Mr. Ross to advise on the employee benefits and executive compensation matters arising in connection with mergers, acquisitions, dispositions, and other related transactions. His practice focuses on the structuring and design of equity compensation arrangements for private and public companies, as well as representing numerous private equity sponsors and their portfolio companies in financial and strategic transactions, including IPOs and other company exits.

Mr. Ross is a frequent speaker on ERISA and compensation matters and is consistently recognized by Chambers USA: America's Leading Lawyers for Business and The Legal 500 as a leading individual in Employee Benefits and Executive Compensation. Mr. Ross is also a board member of The Jewish Community Project Downtown.

Mr. Ross received his JD from New York University School of Law in 2001, where he was an associate casebook editor of the law school’s Moot Court Casebook. He received his BA, cum laude, with honors in Latin Literature, from Yale University in 1998. Mr. Ross is admitted to practice in New York.


Jesse Taran is an Executive Director and Assistant General Counsel at JPMorgan Chase & Co.  Jesse concentrates his practice on matters concerning JPMorgan Chase’s various retirement product offerings, with a particular focus on ERISA/IRA fiduciary responsibility and prohibited transaction issues for the firm’s wealth management businesses, and IRA custodial obligations.

Prior to joining JPMorgan Chase in 2011, Jesse spent six years in a similar role at Morgan Stanley Smith Barney (including its predecessor, Citi Smith Barney).  Before that, Jesse practiced for eight years in the Employment and Employee Benefits Department at Schulte Roth & Zabel LLP, representing clients with respect to all aspects of employee benefits and executive compensation, including qualified plans, nonqualified plans, the fiduciary aspects of pension fund investments and related transactional matters.

Jesse received his JD, magna cum laude, from St. John’s University School of Law in New York, where he was an editor of the St. John’s Law Review, and a Bachelor of Science in Accounting from the State University of New York at Albany.