Harvard Law School, J.D., 1975, cum laude
Augustana College, B.A., 1971, magna cum laude
For more than 40 years, Bill has approached his practice with a driven, “cut to the chase” approach to solving problems. That strategic focus combined with attention to detail and organized follow up allows Bill’s clients to put their complete trust in his capabilities. Clients know Bill’s motivation is always to save their bottom line.
As a member of the Labor & Employment Practice Group, Bill counsels publicly and privately held corporations in employee benefits and executive compensation. His counsel reaches across all industries, but most frequently, he works with businesses in manufacturing, investment and aerospace and defense.
Bill has extensive experience in benefit due diligence of merger and acquisition transactions and benefit implications of bankruptcies and workouts. He counsels large pension plans and investment managers in investments by ERISA plans and in funded welfare benefit plans. Further, he counsels in all matters relating to executive compensation. Bill has been described as having an encyclopedic knowledge of the area coupled with the appropriate contacts for execution.
Bill’s illustrious career includes acting as founder and chair of the employee benefits and executive compensation department at one of the largest law firms in the U.S. His credentials are enhanced by his appointment to the Department of Labor’s ERISA Advisory Council and election as a fellow to the American College of Benefits Counsel. Bill is also an arbitrator on the pension/ERISA panel for the American Arbitration Association.
- Elected as a Fellow to the American College of Employee Benefits Counsel
- Selected to The Best Lawyers in America© in Employment Benefits (ERISA) Law: 2018
Memberships & Involvement
- Board of Directors: American Benefits Council
- U.S. Department of Labor: Chair, 2008; Vice Chair, 2007; Advisory Council on Employee Welfare Pension Benefit Plans, 2006-2008
- Designed and drafted representations, warranties and covenants on benefit and compensation matters in numerous large merger and acquisition transactions. Dealt with post-closing benefit issues, including reconciling different benefit structures.
- Structured transactions to avoid prohibited transactions and secured prohibited transaction exemptions where required. (Secured PTEs 94-1 and 95-64.) PTE 94-1 covered a global manufacturing company’s contribution of a corporation’s stock to an underfunded pension plan and was the largest transaction covered by a PTE through that time.
- Structured welfare benefit plans for maximum tax effect, including strategic use of UBTI aggregation rules resulting in $5 million tax saving. (Secured TAM 201225019.)
- Advised on multiemployer plan withdrawal liability avoidance or minimization, including strategic timing of plan withdrawal and movement to other plan structures. Also, advised on permissibility of coverage of non-union employees in Taft-Hartley plans.
- Advised on termination of underfunded defined benefit pension plans, including negotiations with PBGC. Included two of the largest plan terminations processed prior to significant legal changes.
- Designed pension de-risking strategies involving lump sum distributions and annuity purchases for two large companies.
- Advised a publicly-held drug company on the shareholder approval requirements and performance metrics of executive bonus plan, which enabled the company to move forward its compensation plan.
- Designed and documented a deferred compensation plan, including arcane 409A issues for a publicly-held consulting firm to accomplish senior executive compensation goals and enhance executive recruitment.
- Designed an approach to substitute non-compete agreements for a publicly-held industrial conglomerate and thereby avoided golden parachute gross up exposures in acquisition of another public company, thus saving approximately $12 million.
- Counseled a publicly-held media company on the implications of the forced separation of executives of a major subsidiary including substituting restricted stock for outstanding options, split dollar coverage,162 (m), 280G, 83(b), etc.
- Consulted with firm’s litigators on litigation with former executives of a public utility over executive compensation issues resulting in a settlement.
- Designed and drafted omnibus stock plans (options, restricted stock, SARs, etc.) for two large public companies (defense and industrial conglomerate) which were tied to performance plans.
Presentations & Events
- SmithAmundsen Seminar, Chicago, IL; Webinar, August 3, 2017