Moore & Bruce, LLP designs and implements pension, profit sharing, section 401(k), target benefit and employee stock ownership plans, which are governed by the Employee Retirement Income Security Act of 1974, as amended (ERISA), and which qualify for certain tax benefits under the U.S. Internal Revenue Code, including deferral of taxation on contributions made on behalf of participants, immediate deductibility for the employer of such contributions and deferral of earnings on such contributions. The Firm also works with deferred compensation plans and other employee benefit programs sponsored by tax-exempt employers in the U.S. and abroad. The Firm’s expertise extends to a broad range of pension and fiduciary matters under the labor provisions of ERISA and the tax provisions of the Internal Revenue Code, as well as welfare plan and executive compensation matters.

The Firm’s services include plan design and drafting, obtaining government approval, amending plans to comply with statutory developments and advising on the impact of new legislation on the administration and interpretation of plans. It has advised on the contribution of employer securities to tax-qualified plans. It counsels trustees and investment committees on the legal ramifications of investments by tax-qualified pensions, profit-sharing and employee stock ownership plans, including counseling with regard to fiduciary responsibility matters, prohibited transaction questions (e.g., the negotiation and obtaining of prohibited transaction exemptions from the Department of Labor), foreign securities and commodities and related issues. It advises clients on the termination of pension plans and the recapture of surplus assets. The Firm deals with both regular benefits counseling and US and international special employee benefit projects. It represents clients before the Labor Department and the IRS and before the two tax-writing committees of Congress, and it continually monitors legislative and regulatory developments affecting the field.

Executive Compensation Issues. The Firm has assisted clients in establishing nonqualified deferred compensation arrangements and incentive programs. In the area of executive compensation, it is regularly engaged to negotiate and draft employment contracts for senior executives. Executive incentive programs range from annual bonus plans to long-term incentive plans, such as performance unit and performance share plans. Other long-term incentive plans include qualified and nonqualified stock options, stock appreciation rights, phantom stock, restricted stock, junior stock, and convertible debentures. It also assists clients in the design, implementation and restructuring of director compensation arrangements, and all types of stock compensation plans, “golden parachute” agreements, executive retirement programs, and incentive compensation plans. Such an arrangement may be as simple as a written agreement to defer compensation from one taxable year to the next, while a more complicated arrangement might, for example, defer compensation until termination of employment. Over the past several years, so-called “rabbi trusts” and “secular trusts” have become increasingly popular. In the structuring of executive compensation, we have also designed programs in light of Internal Revenue Code and foreign tax law limits on the deductibility of executive compensation and the rules regarding objective performance criteria. We are active in advising on the implications of section 409A, which was enacted in 2004 (Public Law 108-357; American Jobs Creation Act of 2004).

Leveraged ESOPs. Moore & Bruce, LLP has acted with respect to significant Employee Stock Ownership Plans (ESOPs), including leveraged ESOPs, as a way of combining tax-advantaged borrowing with the provision of retirement benefits in the form of employer securities. It has worked with other commercial finance attorneys in representing companies and key shareholders in the financing, and refinancing, of leveraged ESOPs. Working with corporate lawyers, it also has experience with various stock-based compensation plans for private companies.