Employer Securities and Employer Real Property

Groom attorneys have extensive experience advising plan sponsors and other plan fiduciaries in connection with the acquisition, holding and disposition of employer securities, employer real property, and other employer-owned or employer-managed assets.  We regularly advise plan sponsors as to the fiduciary, prohibited transaction and tax qualification issues raised in connection with "in-kind" contributions of employer securities, real property and other assets (e.g., receivables) in order to address plan funding obligations. 

Examples of our relevant experience include:

• Advising a major US airline in connection with the contribution (and subsequent IPO) of the stock of a wholly owned subsidiary to its defined benefit pension fund, including hiring an independent fiduciary and obtaining an exemption from the Department of Labor.
• Representing the boards of several multi-billion dollar "defined contribution" VEBAs created to remove union retiree welfare benefits obligations from the books of the contributing employers – including advice with respect to the acceptance and holding of in-kind contributions of employer equity and debt securities.
• Advising a Fortune 500 company with respect to the contribution of stock of a publicly traded subsidiary to its defined benefit pension fund, followed by an immediate spinoff/IPO of the subsidiary.
• Advising a Fortune 500 company in connection with its split into two publicly traded companies, the resulting ownership of stock in each former controlled group member by the other's pension plan, and the sale by each plan of the shares back to the former controlled group member.
• Advising a "directed trustee" of a pension fund as to its responsibilities in connection with accepting a proposed contribution of employer stock of a thinly traded company; the trustee ultimately refused to serve in the absence of an exemption or opinion of counsel.
• Advising a Fortune 500 company in connection with the sale to its pension plan and leaseback of multiple suburban office buildings.
• Advising a restaurant chain in connection with the sale to its pension plan and leaseback of multiple restaurant properties.