Benjamin A. Rosemergy

BENJAMIN A. ROSEMERGY is a partner in Sidley’s Chicago office and a member of the Employee Benefits group. Mr. Rosemergy has a broad practice that includes traditional employee benefits and executive compensation work and substantial experience in many of the inter-disciplinary practice areas affected by laws governing employee benefits.

ERISA Fiduciary Duty and Plan Assets Rules

Mr. Rosemergy advises investment managers with regard to (i) structuring and operating hedge funds and other pooled investment entities in connection with investments from pension plans and other sources of plan assets, and (ii) complying with prohibited transaction exemptions, ERISA fiduciary duty rules and exceptions from ERISA’s plan assets rules (e.g., the 25% exception). Mr. Rosemergy has extensive experience negotiating ERISA-related provisions of trading documents (e.g., ISDAs and prime brokerage agreements) on behalf of plans and funds (including both plan assets and non-plan assets funds). He also advises plan sponsors and plan fiduciaries in establishing and implementing plan governance structures designed to minimize fiduciary exposure, and counsels plan fiduciaries regarding fiduciary duties, including investment decisions, plan interpretation and administration and claims decisions.

Corporate Transactions

Mr. Rosemergy regularly advises on employee benefits and executive compensation matters in corporate transactions. In this capacity, Mr. Rosemergy has represented public and private companies, including operating companies and funds, in various types of transactions, including stock and asset acquisitions and divestitures, mergers, bankruptcy-related transactions, forming and terminating joint ventures, spin-offs and large equity investments. His experience includes negotiating transaction documents (e.g., merger and purchase agreements) and financing agreements, analyzing the treatment of equity compensation and other executive arrangements, preparing and negotiating employment, retention, change in control and transaction bonus agreements and programs, advising on the treatment of broad-based employee benefit plans, and assisting with transition issues.

Executive and Equity Compensation

Mr. Rosemergy represents companies in establishing and negotiating employment, severance, retention and change in control agreements, nonqualified deferred compensation plans, equity-based compensation (e.g., stock options, restricted stock, restricted stock units, and stock appreciation rights) and other incentive compensation arrangements. He has significant experience with Section 409A of the Internal Revenue Code in a variety of contexts, including structuring programs to comply with, or avoid being subject to, Section 409A, preparing internal policies and assisting with responses to Internal Revenue Service inquiries.

Qualified Retirement Plans

Mr. Rosemergy has experience in drafting qualified retirement plans, advising on plan mergers and trust-to-trust transfers, counseling on day-to-day compliance issues, preparing participant communications and government filings, seeking determination letters, and correcting operational errors pursuant to both the Self-Correction Procedure (SCP) and the Voluntary Compliance Program (VCP) under the Internal Revenue Service’s EPCRS program.

Good to know

Areas of Practice 1) Corporate Governance and Executive Compensation, 2) Employee Benefits, 3) Investment Funds, 4) Advisers and Derivatives and 5) Taxation of Executive Compensation
Law School University of Missouri School of Law, J.D., 2004
Admitted Year 1999
Education University of Missouri, B.A. 2001
Bar Member / Association Illinois State Bar Association
Most recent firm Sidley Austin LLP
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