Stuart C. Harris

Practice Areas

Stuart Harris starts by listening to identify the client’s goals and concerns, and then determines which rules apply. While some questions yield crisp, clear answers, the complex nature of employee benefits law often leads to gray areas and an analysis of competing risks. Stuart uses his 30 years of experience to break down the complexity into plain English, and guides clients to an informed decision and plan of attack for the associated action steps.

Stuart counsels clients on a wide range of employee benefits issues, including the design and administration of qualified retirement plans, nonqualified deferred compensation arrangements, executive incentive programs, and health insurance plans. Areas of particular expertise include 401(k) plans, ESOPs, and stock option plans, as well as group health and cafeteria plans. Stuart's work includes advice on the tax and ERISA implications (including COBRA rules) of all types of employee benefits programs, particularly in the context of larger business transactions.

Professional Memberships

Western Pension and Benefits Conference

Employee Benefits Committee, Taxation Section, American Bar Association

Taxation Section, Oregon State Bar Association

Work Highlights

Qualified retirement plans

Advising employers on the design and administration of 401(k) plans and other types of qualified retirement plans (including ESOPs). Drafting or amending plan documents, working with clients to obtain favorable IRS determination letters for both individually designed plans and pre-approved language plan documents. Representing clients in connection with IRS audits and Department of Labor investigations of retirement plans.

Executive and incentive compensation

Working with a wide range of companies (both publicly traded and privately held) on the creation and implementation of stock option plans and other equity-compensation programs, as well as helping craft nonqualified deferred compensation programs and other forms of executive compensation, and regularly advising on the ramifications of Section 409A of the Internal Revenue Code. Frequently assisting companies involved in corporate mergers and acquisitions regarding the effect of the transaction on their equity-based and incentive benefit plans, including an analysis of the “golden parachute” rules under Section 280G of the Internal Revenue Code.

Group health insurance and other welfare benefits plans

Analyzing the tax and non-tax rules governing group health insurance plans and other ERISA "welfare" benefits programs, including implications of the Affordable Care Act. Drafting plan documents and assisting with proper plan administration, including advice on COBRA continuation rules and HIPAA requirements.

Experience

Deferred compensation plans for tax-exempt employers

Drafts both deferred compensation plans under Section 457(b) and 457(f) of the Tax Code for executives of credit unions, educational institutions, hospitals, and other nonprofit entities. (Ongoing)

Equity incentive plans for closely-held businesses

Designs stock option and stock incentive plans for closely-held corporations, including S corporations. Designs and drafts related shareholder agreements. Analyzes federal and state securities “blue sky” regulations in connection with issuances under plans. (Ongoing)

Implement deferred compensation plans

Assisting with the design and ultimate drafting of a plan to enable executives of a for-profit corporation to make elective deferrals of salary and bonus compensation or to accrue supplemental retirement benefits under SERPs. Evaluating the plan for compliance with Tax Code Section 409A. (Ongoing)

Incentive arrangements for hospitality industry companies

Equity-based incentive programs, including grants of profits interests in limited liability companies and equity appreciation rights, for food, beverage, and restaurant companies. (Ongoing)

Shareholder approval of golden parachute payments by privately held corporations

Identifying “disqualified individuals” for purposes of the Tax Code Section 280G golden parachute rules. Analyzing payments, including accelerated vesting of options and other equity-based compensation, transaction bonuses, and severance amounts, made in connection with business transactions to disqualified individuals and coordinate process to qualify for the Section 280G shareholder approval exception. (Ongoing)

Expert in these Jurisdictions

Oregon

Washington

Education