Whether you’re a private, public, or government entity, employee benefits eat up roughly one-third of your compensation costs. While risk management is always a factor when discussing retirement, health and welfare, and executive compensation plans, rising costs and changing IRS rules are increasing the strategic importance of these programs as they become more fundamental to attracting employees, competitive positioning, tax strategy, and company valuation.

At Stoel Rives, our attorneys partner with clients to navigate the ever-changing and complex world of employee benefits. From strategy to implementation, administration to communication, audit to error correction, our experts understand how business needs and benefits requirements intersect. 

Our clients include companies in diverse industries, from entertainment and transportation to oil and gas and manufacturing. We also serve municipalities, state entities, universities, and Alaska Native Corporations. Many have employees and headquarters throughout the U.S. 

Our team’s extensive and varied experience ensures that we can effectively and efficiently address our clients’ significant complex matters as well as the routine. Our deep knowledge of the law and our contacts in the industry mean that our clients have the most current and relevant information available when addressing benefits issues important to their businesses. 

Our Services

  • Health and wellness plan administration and compliance
  • Affordable Care Act and HIPAA compliance
  • Qualified pension and 401(k) plan administration and compliance
  • Non-qualified plans including 457 and 403(b) deferred compensation plans
  • Audit support (IRS and DOL)
  • Compliance self-audits
  • Post-merger benefit integration
  • Negotiations with plan service providers
  • Executive compensation and IRC 409A compliance
  • Voluntary Employees’ Beneficiary Association (VEBA) welfare benefit (WBT) trusts
  • Health savings accounts, cafeteria plans, and fringe benefits
  • ESOPs
  • Multi-employer plans
  • Employee communications
  • ERISA compliance and litigation 

Retirement Plans

We are experienced in cutting through complexity. We are committed to helping employers meet business objectives while remaining compliant with employee benefits legal requirements. We work closely with our clients on all aspects of qualified and non-qualified retirement plans, including design, drafting, preparing plan documents and corporate resolutions, obtaining IRS approval, communicating with employees, establishing administrative procedures, managing audits, and correcting mistakes under the IRS and DOL correction programs. We regularly provide training for fiduciaries. We also negotiate, plan, and consult with actuaries, accountants, investment advisors, commercial trustees, and insurance companies.

The IRS’s elimination of the five-year determination letter cycle for individually designed retirement plans has changed the cost-benefit analysis for employers. Pre-approved plans provide more protection but less flexibility. What tips the scale in favor of maintaining a customized adaptable individually-designed plan?  Our team can help analyze the options and work with you to minimize the ongoing risk associated with individually designed plans.

As members of the American Benefits Council, the Western Pension and Benefits Conference, the Association of Private Pension and Welfare Plans, the International Foundation of Employee Benefit Plans, the ESOP Association, and IRS liaison groups, we’re active participants in the conversations about current and upcoming issues of strategic concern to our clients. 

Health and Employee Welfare Benefits

Our priorities are to be proactive and preventive. We’ll help you develop a comprehensive package of health and fringe benefits aligned with business goals and effective at attracting and retaining talent. These can include medical and dental plans, group term life insurance, cafeteria plans, education assistance, dependent care assistance, transportation assistance, and other fringe benefits.  

Health care coverage for employees is one of a company’s largest payroll expenses—and those costs continue to rise. We’ve taken a deep dive into Affordable Care Act regulations, knowing their enormous compliance burdens require vigilant attention and constant monitoring. We provide counsel on the tactics as well as the strategy, such as assuring that agreements with vendors lay out clear metrics and analysis requirements so you can understand the cost-benefit equation of their services. We’re at your side during planning calls with third-party administrators as you construct your administration plan. 

A key differentiation point we offer is deep knowledge about databases and operations employed to administer health and welfare programs. We know how the systems work, how people are trained to use them, and where errors are likely to crop up. That perspective is invaluable to clients, who recognize we are looking to solve problems before they occur. 

We have a depth of expertise in databases and operations employed to administer health and welfare programs that sets us apart. We know how the systems work, how people are trained to use them, and where errors are likely to crop up. That knowledge is invaluable to clients, who recognize we are looking to solve problems before they occur. 

Executive Compensation

As limitations on qualified plan benefits have become more restrictive over time, it’s become increasingly common to arrange supplementary benefit programs to attract and retain key executives. We work with a wide range of clients to design and document executive deferred compensation plans, supplementary retirement plans, and performance-based incentive compensation plans. 

Corporate Transactions

When considering an acquisition, joint venture, or other business combination, careful deliberation is necessary before combining benefits programs—from both compliance and strategic perspectives. We conduct a due diligence review of all the U.S. benefit plans and executive agreements in connection with an acquisition. We assist with restructuring benefits to improve the profitability of the acquired company and assist with redesign and implementation of new benefit plans. We negotiate severance for terminations and pay that incents key personnel to stay for a period of time after the acquisition. 

Other Employee Benefits

We help design and implement a wide range of additional employee benefit programs, including tax-sheltered annuity programs (403(b)s), employee stock ownership plans (ESOPs), severance pay arrangements, governmental deferred compensation programs (457(b)s and 457(f)s), cash bonus programs and other broad-based incentive compensation plans.

Related Capabilities



  • Represent the Timber Operators Council Retirement Plan (“TOCRP”)  in connection with the termination of the TOCRP and the related pension risk transfer transaction by which the TOCRP settled approximately $245 million of its pension plan obligations for approximately 3,000 retirees, beneficiaries and deferred participants.
  • Advised on plan design, documentation and corrections for a plan with assets exceeding $1.5 billion. We also assisted with overseeing plan operations provided by a third-party administrator, reviewed all powers-of-attorney and QDRO’s, and provided fiduciary guidance.
  • Advised on plan design, documentation, and corrections relating to complicated cash balance plan with many grandfathered features for acquired groups.
  • Handle a complex 401(k) retirement plan covering over 80 business units across the country with varying plan provisions, and annually assist with merging acquired 401(k) plans into the client’s plan.
  • Advised a governmental entity in connection with drafting an IRC Section 125 plan (a cafeteria plan), compliance with HIPAA’s privacy and security requirements, the Affordable Care Act’s insurance market reforms, and COBRA, and assisted with implementation of new HRA.
  • Handle numerous complex transactions each year for a client focusing on benefit liabilities and integration opportunities, including assisting with communications for transitioning employees, conducting an annual merger process for acquired 401(k) plans, and advising on health care reform implications.
  • Assisted with annual review of qualified separate line of business elections for a large multi-business client. Advised various separate lines of business regarding the impact of changes to these elections and strategic planning opportunities and challenges presented by these changes.
  • Advised two government-sponsored benefit trusts on the federal and state impacts of data breaches and cyber-attacks.
  • Advised many clients on correction of wide variety of operational errors in all types of retirement plans, including preparation of EPCRS filings and subsequent interactions with the IRS.
  • Draft and maintain plan documentation and provide advice to health care systems on health and welfare plan compliance, including the Affordable Care Act and its new nondiscrimination requirements.

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