Taylor Bracewell

Employee Benefits and Executive Compensation

Mergers and Acquisitions

Taylor focuses his practice on qualified and nonqualified retirement plans, ERISA compliance, and executive compensation arrangements, including in the context of mergers and acquisitions. His clients range from tax-exempt to publicly traded companies. They include private foundations, hospital systems, and credit unions, as well as companies in industries such as hospitality, insurance and other financial services, technology, pharmaceuticals, metals, and manufacturing. Taylor takes pride in distilling complex tax issues into understandable and concise concepts, and in applying these concepts to provide practical advice to his clients.

Qualified Retirement Plans

Taylor routinely advises employers regarding the design and operation of qualified retirement plans, including preparation of relevant plan documents, strategy and submission relating to corrections of plan failures, and representation of clients in response to inquiries from the IRS and DOL. Specific representations include:

Representing a client in a correction application to the IRS where the client had operated its plan incorrectly for decades. If the IRS had not accepted the proposed method of correction, the client would have owed more than $50 million in corrective contributions to the plan

Advising multiple clients in responding to United States DOL investigations and IRS audits of employee benefit plans, generally resulting in no or de minimis findings against the plan sponsor

Advising multiple clients in establishing qualified separate lines of business (QSLOB) to avoid nondiscrimination testing issues with plans maintained by members of the clients’ controlled groups, avoiding millions of dollars in corrective contributions that otherwise would be required for compliance

Assisting multiple clients in addressing employee benefits in mergers and acquisitions

Counseling committees and other plan fiduciaries on fiduciary compliance issues, including preparation of committee charters and fiduciary training

Executive and Deferred Compensation

Taylor provides regular advice to clients regarding executive compensation arrangements, including phantom equity arrangements and omnibus equity plans and advice relating to negotiating executive employment, retention, and severance agreements. Additionally, Taylor advises clients in the establishment and ongoing administration of nonqualified deferred compensation arrangements, including correcting failures under Code Section 409A. Further, Taylor regularly advises tax-exempt clients on structuring executive compensation arrangements to be in compliance with Code Section 457(f), and in avoiding the excise tax under Code Section 4960 on highly compensated employees. Specific representations include:

Assisting a financial services client in establishing a stock appreciation rights plan for a subsidiary, including preparing plan documents and advising on exemption from Section 409A

Assisting various clients in establishing nonqualified deferred compensation plans, including providing ongoing advice relating to compliance with Section 409A in administration of the plan

Assisting various technology companies in establishing phantom stock plans, including providing advice on plan structure and compliance with Section 409A

Preparing supplemental executive retirement plans for numerous credit union and private foundation clients, including advising on tax issues under Code Sections 457(f) and 4960

Preparing employment agreements for a client’s C-suite employees, including negotiating severance, “for cause,” and clawback provisions

Advising multiple clients on correcting operational failures relating to violations of Code Section 409A

State Bar of Georgia (Employee Benefits Section)

American Bar Association

Atlanta Bar Association