Experience Matters

Brief sentence defining representative matters.

• Employee Benefit Plans

  Retained by multiple local, national and international companies (both private and public) to assist in day to day operations, questions, and required filings for all Employee Benefit Plans.

• ERISA

  Representation of Plan Administrator in an ERISA case wherein the plaintiff sought long-term disability benefits pursuant to an employee welfare benefit plan. Obtained defense verdict for Plan Administrator.

• Executive Compensation Arrangements

  Assisted international company in developing Executive Compensation Arrangement for U.S. Executives.

• Internal Revenue Code Compliance, Section 409A

  Retained by publicly traded company to assist in bringing its Non-Qualified Deferred Compensation Plans into compliance with Section 409A of the Internal Revenue Code.

• Cash Sponsored Demutualization

  Represented ProAssurance Corporation (NYSE: PRA) as securities and corporate counsel in its acquisition of Podiatry Insurance Company of America (PICA) in a cash sponsored demutualization. In this transaction, PICA, an Illinois domiciled mutual insurance company, was converted from a mutual insurer, and its 10,000+ policyholders received cash funded by ProAssurance. Under the terms of the negotiatied Stock Purchase Agreement, ProAssurance purchased all of PICA's newly issued stock for a cash price of $135 million. Pursuant to the Stock Purchase Agreement, PICA filed a Plan of Conversion with the Illinois Director of Insurance for approval in accordance with the conversion statute in the Illinois Insurance Code. The Plan of Conversion was approved by the Illinois Department of Insurance in January 2009, approved by the PICA stockholders on March 31, 2009, and closed on April 1, 2009. Representation included preparation and negotiation of the acquisition agreement, regulatory approval of Illinois Insurance Department, tax advice, and HSR anti-trust filing.