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Pension Plan Investments 2013: Current Perspectives


Speaker(s): Alan S. Wilmit, Alicia C. McCarthy, Howard Shapiro, Ivan Strasfeld, James S. Frazier, John W. Valentine, Karen L. Handorf, Laura E. Bader, Liza LeAndre, Mary E. Alcock, Melanie Franco Nussdorf, Nicholas J. Waddles, Patricia Anne Kuhn, Shannon Barrett, Suzzanne Yao, Timothy D. Hauser
Recorded on: Apr. 2, 2013
PLI Program #: 42024

Howard Shapiro is a Partner in the Employee Benefits, Executive Compensation & ERISA Litigation Practice Center, resident in the New Orleans office. He is a nationally known ERISA litigator, listed by The National Law Journal as one of the Top 40 Benefits Lawyers in the country in the category of litigators representing management. He is ranked in the first tier of ERISA litigators by Chambers USA, which commends him as “a top class national player” with an “excellent practice with both breadth and depth.” He has been listed in The Best Lawyers in America since 1997, where he is one of few lawyers listed in two separate categories: ERISA and Labor/Employment.

Howard's national ERISA litigation practice has focused on defending matters raising sophisticated preemption issues; fiduciary issues; fiduciary misrepresentation claims; ESOP litigation issues; 401(k) plan issues; blackout period cases; plan asset diversification issues; prohibited transaction allegations; directed trustee issues; cash balance cases; independent contractor litigation; “serious consideration” cases; retiree rights litigation; severance pay cases; executive compensation/“top hat” litigation; Section 510 cases; benefit claims cases; ERISA class actions; and class-wide challenges to health plans that do not offer contraception benefits. He has appeared in federal courts from coast to coast, maintaining an active national ERISA litigation practice.

In addition, Howard was a co-author of Employee Benefits Law, a treatise originally published by BNA in 1991 and updated with annual supplements. He also served as a senior editor/author of Employee Benefits Law, Second Edition, published in 2000. He has written law review articles, outlines, and other publications and speaks frequently at national seminars and other programs on ERISA litigation topics.


John Valentine

John started Valentine Law in 2009 to serve the needs of Institutional Investors dealing with Asset Servicing. He is uniquely qualified in this eclectic field of law-he has over 25 years of experience with custody banks, investment managers and plan sponsors dealing with the numerous, inter-twined areas of law, regulations and, importantly-industry practices which impact the purchase, holding, administration and sale of assets by ERISA plans, Mutual Funds, Endowments and Foundations. He is unique, in that he understands the investment and benefits businesses from every perspective: plan/fund sponsor, service provider, and fiduciary.

Before opening his private practice, John headed The Bank of New York Mellon's Everett, Massachusetts office of the Legal Department of The Bank of New York Mellon. For over 11 years, he and his staff supported the bank's institutional trust and custody services, including the bank's global custody network, and the mutual fund back-office administration and services group. Before that, as Senior Counsel for Chase Manhattan Bank, starting in 1986, he helped shape and develop the bank's emerging Global Custody business to serve ERISA and Mutual Funds clients. While with Chase, he advised the Trust and Custody business as well as its institutional investment arm, Chase Investors Management Company.

Because of his in-house experience, he has direct, first-hand knowledge of domestic and foreign back office operations in all areas, including: securities processing; depository and clearing operations; corporate actions; proxy voting; class action settlements; tax reclaims; handling of restricted securities; derivatives processing; ERISA prohibited transactions and fiduciary duties.

Before his bank and investment manager experience, he gained plan sponsor and employer perspectives as Labor Relations and Benefits Counsel for Lever Brothers Company, handling plan design, funding, fiduciary and administration issues-as well as labor negotiations, arbitrations, NLRB and human rights matters.

His legal career began with AT & T, as an Assistant Regional Counsel, handling general corporate matters, but specializing in human rights defense work, where he successfully defended close to 100 human rights and NLRB complaints.

He has always maintained a "hands-on" philosophy in understanding the businesses he has represented. At AT&T, he went down into manholes, underground switching centers and to the top of microwave towers. At Lever, he became familiar with the production floor and its commodity trading for the oils used in its products; and, he worked with treasury operations on plan funding issues. At Chase, he worked with operations officers in both domestic and global custody. He trained trust officers in ERISA fiduciary duties and prohibited transactions identification and avoidance. In order to better understand CIMC, along with several of its top traders, he took the licensing course required to become a Commodity Futures Trading Advisor.

John was one of the earliest members of the ERISA Attorney Group, an informal network of in-house bank ERISA counsel formed shortly after ERISA became law. The group identified common industry problems and has been instrumental in developing best practices in institutional trust and custody of ERISA assets. He actively participated in the group for over 20 years, and as a result, he developed and maintained close contacts in the industry.

In 1995-6, when the SEC began revising its rules for foreign custody of Mutual Fund assets, using contacts from the ERISA Attorney's Group, he brought together in-house bank counsel from the 5 main US Global Custody banks and recommended that the coalition engage the Baker and McKenzie law firm to coordinate industry comments on proposed changes to Rule 17f-5. The result was the creation of the Association of Global Custodians. As a participant in The AGC, John actively represented Chase Manhattan Bank, Mellon Bank, and The Bank of New York Mellon.

He is the author of four articles written for the Practicing Law Institute:

  • "The Perfect Storm: The Meltdown of 2008-9; Learning Points and Issues for Plan Fiduciaries;"
  • "The Roles of Directed Trustees, Investment Managers and Plan Sponsors in Swaps, and Their Effect on Risk and Valuation;"
  • "Foreign Assets as Viewed by an ERISA Fiduciary" and
  • "Selected Basic Global Custody Issues."

He has been featured as a speaker in PLI programs and at numerous industry conferences in the US and Canada. He is a graduate of Union College (B.A., cum laude in Economics '71) and Syracuse University College of Law (J.D., cum laude '74). He is admitted to the practice of law in Massachusetts, New York, Connecticut and the US District Court for the Southern District of New York.


Nicholas Waddles is a partner in the Employee Benefits & Executive Compensation Department in the Los Angeles office of Seyfarth Shaw LLP. His practice focuses on assisting retirement plan sponsors and pension plan service providers in all aspects of employee benefit issues, including representing plan sponsors in controversies before the IRS and the Department of Labor, negotiating the resolution of plan qualification issues through IRS and DOL remedial programs, advising plan fiduciaries of their responsibilities under ERISA, and structuring qualified plan arrangements.

Mr. Waddles’ practice also focuses on advising trustees, service providers and administrators of TaftHartley multiemployer trust funds on all issues including pension plan design and trust fund administration, investment of plan assets, the qualification of state domestic relations orders, drafting plan documents and general compliance with ERISA, the Internal Revenue Code, federal labor law and other laws affecting pension funds. In 2006 Mr. Waddles was named one of Southern California’s “Rising Stars” by the Law & Politics “Super Lawyers” publication.

Education
J.D., Washington University in St. Louis (1996)
   National Employment Law Moot Court Team, Mock Trial Board
B.S., Truman State University (1992)

Admissions
Michigan
California

Courts
U.S. District Court for the Central District of California
U.S. District Court for the Eastern and Western Districts of Michigan

Affiliations
American Bar Association (Labor & Employment Section; Taxation Section; Joint Committee on Employee Benefits)
American Society of Pension Professionals and Actuaries (ASPPA)
California Bar Association
International Foundation of Employee Benefit Plans


Currently, Senior Advisor to Fiduciary Counselors Inc.

Former Director, Office of Exemption Determinations, Employee Benefits Security Administration

Mr. Strasfeld assumed the position of Director of the Office of Exemption Determinations in June 1989. He retired from that position on February 3, 2012.

From 1984 to 1989, he held several positions including Chief of ORI’s Division of  Fiduciary Interpretations and Regulations and Chief of ORI’s Division of Regulatory Coordination.  Mr. Strasfeld was an Employee Benefit Plan Specialist in the Division of Fiduciary Interpretations and Regulations from 1979 to 1984, and a Tax Law Specialist with the Internal Revenue Service from 1976 to 1979.

Mr. Strasfeld received a B.S. degree in 1972 from the State University of New York at Buffalo and a J.D. in 1975 from UCLA School of Law, Los Angeles, CA.


Alan is the senior attorney responsible for executive compensation, employee benefits and ERISA (Employee Retirement Income Security Act) matters. In addition to advising on the firm’s own employee benefits, Alan assists in structuring investments for ERISA plans and advises Goldman Sachs Asset Management in connection with the ERISA aspects of its responsibilities. He is a member of the Acquisition and Disposition Review Committee. Alan joined Goldman Sachs in 1999 and became a legal director in 2004. He was named managing director in 2006.

Prior to joining the firm, Alan was a partner in the ERISA Department of Kramer Levin Naftalis & Frankel, LLP. He was also an assistant general counsel at Salomon Brothers, Inc. and was an associate in the Employee Benefits group at Cleary, Gottlieb, Steen & Hamilton.

Alan is a graduate of Tufts University and Cornell Law School.


Alicia C. McCarthy is Counsel in the Executive Compensation and Benefits Department at Wachtell Lipton.  Ms. McCarthy advises clients with respect to executive compensation and employee benefit matters involving mergers and acquisitions, spin-offs, joint ventures, financings, litigation as well as plan compliance.  Her experience includes ERISA’s fiduciary rules and the investment of plan assets with an extensive background representing financial institutions, fund sponsors and ERISA investors.  She also advises on executive compensation matters including performance-based compensation plans, nonqualified pension plans, and employment, severance and change in control agreements.

Ms. McCarthy chairs the Committee of Employee Benefits and Executive Compensation of the Association of the Bar of the City of New York.  She speaks frequently on executive compensation and ERISA topics for the Practicing Law Institute where she co-chairs the ERISA Investment Fiduciary Basics program.  She is the recipient of the Pro Bono Publico Award (2010, 2011 and 2014) for her services to The Legal Aid Society.  She is also recognized in Best Lawyers of America (2012-2021) in Employee Benefits (ERISA) law and New York Super Lawyers (2013-2021).  She recently co-authored the articles “DOL Proposes New Rules Regulating ESG,” The Harvard Law School Forum on Corporate Governance and Financial Regulation (July 7, 2020) and “Sun Capital Redux:  Private Equity and Pension Liability,” The Harvard Law School Forum on Corporate Governance and Financial Regulation (April 5, 2016).

Ms. McCarthy received her B.A. in 1981 from Georgetown University and her J.D. cum laude in 1984 from Brooklyn Law School, where she was a member of the Journal of International Law.


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.


Karen L. Handorf is a partner in and the immediate-past Co-Chair of Cohen Milstein’s Employee Benefits/ERISA practice group, where she represents the interests of employees, retirees, plan participants and beneficiaries in ERISA cases.

A Fellow of the American College of Employee Benefits Counsel, Ms. Handorf joined Cohen Milstein in 2007 following a distinguished 25-year career in government service where she was the Deputy Associate Solicitor, Plan Benefits Security Division, among other senior positions she held at the U.S. Department of Labor (DOL). During her tenure at the DOL, Ms. Handorf played a major role in formulating and litigating the Government’s position on ERISA issues expressed in amicus briefs filed by the Solicitor General in the United States Supreme Court.

At Cohen Milstein, Ms. Handorf has led some of the most significant ERISA-related litigation in recent U.S. history, including successfully litigating over twenty “church plan” cases, which allege that employers had improperly claimed their pension plans qualified for the “church plan” exemption under ERISA, resulting in billions-of-dollars of underfunded plans and losses to beneficiaries, as well as other types of employer-sponsored defined benefit plans, such as 401ks, Employee Stock Ownership Plans (ESOPs), and health plans that are allegedly in breach of ERISA.

As a testament to her expertise in ERISA, Ms. Handorf is frequently invited to represent entities in filing their amicus briefs before appellate courts, including the Supreme Court.

Elected by her peers as a Fellow to the American College of Employee Benefits Counsel in 2007, Ms. Handorf was elected to the College’s Board of Governors in 2018.  She served as Plaintiffs' Co-Chair of Preemption and Civil Procedure Subcommittee of the Employee Benefits Committee of the ABA's Labor Section. Ms. Handorf has also received numerous industry recognitions, including being named Law360’s “MVP – Benefits” (2020), recognizing the top five most influential employee benefits and ERISA attorneys in the United States, as well as being named among The National Law Journal’s “Elite Women of the Plaintiffs’ Bar” (2020). She has also been named to the Best Lawyers in America (2016 – 2020), and, in 2019, she was named “Lawyer of the Year” in Washington, DC in ERISA Litigation.

Ms. Handorf is a frequent commentator and speaker on ERISA issues for the press, the ABA, Practising Law Institute, American Conference Institute, various Bar associations, and private seminars.


Liza LeAndre is the Vice President, Compensation & Benefits Tax Counsel at Johnson & Johnson where she advises on tax and legal issues relating to Johnson & Johnson’s worldwide compensation and employee benefit programs.  Ms. LeAndre advises on cross-border compensation and benefits arrangements, including globally-aligned compensation, bonus, executive and equity plan offerings.  She also advises on compensation and benefits issues relating to acquisitions, joint ventures, divestitures and restructurings.

Prior to Johnson & Johnson, Ms. LeAndre was Chief Benefits Counsel at the Colgate-Palmolive Company where she advised on the company’s global retirement, welfare benefit and compensation programs as well as its executive and stock-based incentive compensation benefits.  She also advised on plan asset management and plan governance.  Prior to Colgate, Ms. LeAndre served as Corporate Counsel for Lucent Technologies where she provided legal advice in compensation and benefits areas including retirement plans, in-house asset management, executive compensation, mergers, acquisitions and divestitures, stock-based compensation, welfare plans and collective bargaining.

Ms. LeAndre was also a Legal Consultant at Hewitt Associates and advised its actuarial, executive compensation, pension, defined contribution, total benefits administration, merger and acquisition and executive compensation practice groups.   She began her career at Cleary, Gottlieb, Steen and Hamilton where she advised in areas including plan asset investment, executive compensation and merger and acquisitions.

Ms. LeAndre received her A.B. from Princeton University and her J.D. from the Harvard Law School.


Mary E. Alcock is counsel based in the New York office.

Ms. Alcock’s practice focuses on employee benefits and executive compensation matters, including design and regulatory compliance. She regularly counsels financial institutions on the issues arising under pension and tax laws with respect to their many and varied interactions with pension funds. Ms. Alcock also advises clients on corporate governance issues as well as on disclosure issues relating to compensation matters.

Ms. Alcock is recognized as a leading employee benefits lawyer by Chambers USA, The Best Lawyers in America and The Legal 500 U.S.

Ms. Alcock joined the firm in 1993 and became counsel in 2002. She received a J.D. degree in 1993 from Yale Law School and an undergraduate degree, summa cum laude, in 1988 from Yale University.

Ms. Alcock is a member of the New York State Bar.


Melanie Nussdorf, a partner at Steptoe, advises some of the world's largest financial institutions on fiduciary issues, including prohibited transaction exemption questions under ERISA and the Internal Revenue Code, especially in connection with financial products and services offered by major banks, investment advisers, brokerage firms, and insurance companies. Repeatedly recognized by clients and peers in Chambers USA and Legal 500 as one of the nation’s leading lawyers in the employee benefits area, Melanie’s experience spans the entire range of employee benefits, from tax-based requirements for qualified pension plans, to fiduciary issues, welfare benefits, and plan termination. She has substantial experience with the exemption and advisory opinion process under ERISA and has worked extensively on legislative and regulatory issues related to ERISA. Her experience includes seven years in senior roles at the Department of Labor and at the Pension Benefit Guaranty Corporation.


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.


Shannon Barrett concentrates his practice on ERISA-related litigation and on providing advice relating to Title I of ERISA. He has been involved in litigating a broad range of ERISA matters at both the trial and appellate levels, with a particular focus on fiduciary issues. In addition to his litigation practice, Shannon has assisted clients in responding to regulatory investigations and has counseled clients, including financial institutions and plan sponsors, on ERISA issues such as fiduciary structure, fee disclosure, and compliance with ERISA’s prohibited transaction provisions. Shannon also has advised independent fiduciaries in their representation of employee benefit plans’ rights in connection with ERISA and securities settlements.

Shannon is a frequent thought leader on ERISA-related topics and serves as the co-editor of the ERISA Litigation Reporter. He is recognized by Chambers USA and Legal 500 in the ERISA Litigation (Nationwide) category.


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.


Timothy D. Hauser is the Deputy Assistant Secretary for Program Operations of the Employee Benefits Security Administration and as such is the chief operating officer of the Agency. His responsibilities include overseeing EBSA's regulatory, enforcement and reporting activities.

Mr. Hauser joined the Department of Labor in 1991 as a trial attorney for the Plan Benefits Security Division (PBSD), where he represented the Department in federal district court and appellate litigation. From November 2000 until November 2013, Mr. Hauser was the Associate Solicitor of the Division. As the head of PBSD, he was responsible for all of the Department's legal work under ERISA.

Before joining the Department of Labor, Mr. Hauser worked as a trial attorney for six years at Legal Aid of Western Missouri. As a Legal Aid attorney, he represented indigent clients in civil litigation in ten rural counties in Missouri.

Mr. Hauser graduated from Harvard Law School in 1985. He is also a graduate of the University of Illinois.


Laura Bader is a partner in the Chicago office of Jones Day, specializing in institutional investment and ERISA fiduciary matters.

Laura holds a JD from the University of Texas School of Law, and an LL.M. from the University of Edinburgh in Scotland. 

Laura's experience includes structuring and negotiating private equity, real estate, and other private funds for fund sponsors as well as for institutional investors. She also has counseled ERISA plans, investment managers, and a variety of pooled investment vehicles on ERISA compliance and fiduciary matters.