Luke Bailey specializes in employee benefits law and executive compensation. He has extensive experience in the tax and fiduciary requirements of qualified retirement and other employee benefit and executive compensation plans of both private and public corporations and state and local governments.
Luke has acted as counsel in connection with the formation of many employee stock ownership plans (“ESOPs”) and has also represented lenders in leveraged ESOP transactions. He has extensive experience with the special problems that can arise in connection with the qualified retirement plans of medical and other professional service organizations, including the “affiliated service group” rules, employee leasing, and out-sourcing. He also has extensive experience in the areas of IRC §§403(b) and 457(b) and (f) plans of state and local governments, universities, and charities, and in welfare benefit plans, including medical plans, “cafeteria” plans, voluntary employee beneficiary associations (“VEBAs”), employee leasing and co-employment, COBRA, individual retirement accounts, and fringe benefits.
A significant portion of Luke’s practice consists of federal income tax compliance work for sponsors of governmental pension plans under IRC §414(d). His work in the executive compensation area includes the design, drafting, and provision of tax and legal advice concerning stock option plans, nonqualified deferred compensation, severance pay plans and arrangements, and executive employment agreements. A substantial portion of Luke’s work in the area of executive compensation consists of advising companies and executives with respect to the “golden parachute” rules of IRC §§280G and 4999, the $1 million limit on public company deductions for nonperformance-based compensation under IRC §162(m), and the rules applicable to nonqualified deferred compensation under §IRC 409A.
Luke has handled a large number of cases under the IRS’s program for rehabilitating delinquent qualified retirement plans (“EPCRS,” “VCP,” and “Audit Cap”) and cases with the U.S. Department of Labor’s Employer Benefits Security Administration involving potential fiduciary breaches. He has extensive experience in representing plan sponsors in IRS and DOL audits of their employee benefit plans. He frequently provides recommendations concerning the tax and ERISA ramifications of corporate mergers and acquisitions on retirement, welfare benefit, and executive compensation plans.
Although Luke’s practice consists primarily of advising employers on the design, drafting, and administration of employee benefit and executive compensation plans, and the handling of such plans in corporate transactions, he also has extensive experience in evaluating ERISA claims in the context of litigation and threatened litigation.
— Represented public and private companies in the design, drafting, adoption, approval, and administration of stock compensation plans.
Successfully prosecuted of over 30 voluntary compliance submissions under the IRS Voluntary Compliance Program (“VCP”).
Represented over 100 individual executives in avoiding or mitigating the application of the golden parachute rules to change in control compensation.
Obtained IRS private letter rulings classifying governmental pension plan payments as nontaxable on-duty disability benefits.