Employee Benefits Programs and Meetings ABA ANNUAL MEETING Atlanta, GA August 7-10, 2004

Transcription

1 Employee Benefits Programs and Meetings ABA ANNUAL MEETING Atlanta, GA August 7-10, 2004 Time Section(s) Program or Meeting Location Saturday, August 7, :30 AM 12:00 PM Tax Employee Benefits Pension Portability Georgia World Congress Center, Room A405, Level 4 10:00 AM 12:15 PM 10:00 AM 12:15 PM 1:00 PM 3:00 PM 7:30 AM 8:30 AM 2:00 PM 5:00 PM 4:00 PM 5:00 PM Labor Section The Basics: ERISA Westin Peachtree Plaza, Atlanta Ballroom C, Level 7 Labor Section The Basics: Family Medical Westin Peachtree Plaza, Leave Act Atlanta Ballroom D, Level 7 What Directors and Officers Atlanta Hilton and Towers, Need to Know About Crystal Ballrooms A/F, 1 st Personal Liability for Floor Employee Benefits and Under ERISA and Corporate Law Sunday, August 8, 2004 TIPS JCEB Employee Benefits Committee Meeting Outsourcing HR and Employee Benefits Onshore and Offshore What You Should Know About Stock Options in M&A Transactions Marriott Marquis, Thames, Lobby Level Hyatt Regency Atlanta, Regency Ballroom V, Ballroom Level Atlanta Hilton and Towers, Grand Ballroom B, 2 nd Floor *Labor and Employment Law and TIPS Section Passports will not be accepted for this program 1

2 Employee Benefits Programs and Meetings (cont d) ABA ANNUAL MEETING Atlanta, GA August 7-10, 2004 Time Section(s) Program or Meeting Location Monday, August 9, :30 AM 9:30 AM 9:00 AM 10:00 AM 10:30 AM 12:30 PM Labor Section Employee Benefits Committee Program Employee Benefits and Committee Meeting Under Pressure Shareholders Taking Aim Hyatt Regency Atlanta, Hanover Hall F/G, Exhibit Level Atlanta Hilton and Towers, Henry Room, 2 nd Floor Atlanta Hilton and Towers, Crystal Ballrooms A/F, 1 st Floor 1:45 PM 3:15 PM 8:30 AM 10:00 AM 10:45 AM 12:15 PM Labor Section Update: ERISA Hyatt Regency Atlanta, Hanover Hall F/G, Exhibit Level Tuesday, August 10, 2004 Labor Section Employee Benefits, and Section 16 Developments Subcommittee Meeting Do You Want to Know a Secret? HIPAA and the New Medical Information Privacy Regulations Atlanta Hilton and Towers, Clayton/Cobb Rooms, 2 nd Floor Hyatt Regency Atlanta, Regency Ballroom 7, Ballroom Level 2

3 Employee Benefits Programs and Meetings ABA ANNUAL MEETING Atlanta, GA August 7-10, 2004 Saturday, August 7, :30 AM 11:30 AM Tax Section Program: Employee Benefits Pension Portability Georgia World Congress Center, Room A405, Building A Panelists will discuss the evolution of portability of pension plan benefits, including laws that may be perceived as curtailing employer interest in traditional defined benefit plans. Panelists will examine related factors that impact pension portability, such as job mobility, cash balance plans and health savings accounts. Panelists will analyze reform proposals designed to increase the likelihood that funds targeted for retirement actually will be accumulated and available when an individual retires. Moderator: Priscilla E. Ryan, Sidley Austin Brown & Wood LLP, Chicago, IL Speakers: Eleanor F. Banister, King & Spalding LLP, Atlanta, GA Dianne Bennett, Hodgson Russ LLP, Buffalo, NY Bruce D. Pingree, Baker Botts LLP, Dallas, TX James R. Raborn, Baker Botts LLP, Houston, TX Susan P. Serota, Pillsbury Winthrop LLP, New York, NY 10:00 AM 12:15 PM Labor Section Program: The Basics: ERISA Atlanta Ballroom C, Level 7, Westin Peachtree Plaza Introductory program focusing on questions of preemption, fiduciary duty, civil procedure, benefit claims and tax qualification as they relate to various types of pension and welfare benefits, including medical and long term disability plans. Moderator: Mary Ellen Signorille, AARP Foundation Litigation, Washington, DC Speakers: Sarah H. Dennis, Akerman, Senterfitt & Eidson, Tampa, FL Lisa M. Gomez, Cohen, Weiss & Simon, New York, NY Elizabeth R. Lishner, Santa Monica, CA Kay K. Yu, Morgan, Lewis & Bockius, Philadelphia, PA 10:00 AM 12:15 PM Labor Section Program: The Basics: Family Medical Leave Act Atlanta Ballroom D, Level 7, Westin Peachtree Plaza This course will provide an overview of the key provisions of the Family Medical Leave Act of Particular focus will be placed on issues related to employer coverage, employee eligibility, the circumstances under which FMLA leave is required, including the definition of serious health condition, the rights and obligations of both employers and employees with respect to notice and designation of FMLA leave, the Act s 3

4 enforcement mechanisms and the remedies available under the Act. Moderator: David M. Safon, Atlanta, GA Speakers: Paul E. Bateman, Chicago, IL Melinda J. Caterine, Portland, ME Diane A. Heim, Washington, DC Paul J. Lukas, Minneapolis, MN Hope A. Pordy, New York, NY 1:00 PM - 3:00 PM Section Program: What Directors and Officers Need to Know About Personal Liability for Employee Benefits and Under ERISA and Corporate Law Crystal Ballrooms A/F, First Floor, Atlanta Hilton As the Department of Labor and plaintiffs are seeking to use ERISA to impose strict fiduciary duties and personal liability on directors and officers related to alleged securities fraud, directors and officers are increasingly at risk. In addition, the Disney decision in Delaware threatens to impose personal liability without indemnification on directors for allegedly approving excessive executive compensation without adequate due diligence. This program will discuss how these liabilities may arise and what directors and officers should know about the risks they face and how to mitigate them. Co-Chairs: David M. Cohen, Partner, Schulte Roth & Zabel LLP, New York, NY Martha N. Steinman, Partner, LeBoeuf Lamb Greene & MacRae LLP, New York, NY Speakers: Karen G. Krueger, Partner, Wachtell Lipton Rosen & Katz, New York, NY Derek Loeser, Partner, Keller Rohrback, LLP, Seattle, WA John Olson, Partner, Gibson Dunn & Crutcher LLP, Washington, DC Robert Rachal, Partner, Shook Hardy & Bacon LLP, New Orleans, LA Sunday, August 8, :30 AM to 8:30 AM Tort Trial and Insurance Practice Section Program: Employee Benefits Committee Meeting Thames, Lobby Level, Marriott Marquis 2:00 PM 5:00 PM JCEB Annual Meeting Program: Outsourcing HR and Employee Benefits Onshore and Offshore Regency Ballroom V, Ballroom Level, Hyatt Regency Atlanta Moderator: Phyllis C. Borzi, George Washington University, Washington, DC I. Overview: Setting the Stage Mike Hager, Cathy Lerman & Andy Anderson 4

5 Types of outsourcing To what extent are HR and benefit plan functions being outsourced today? What factors influence a plan sponsor s decision to outsource? Which functions are typically contracted out? Which are retained? Do plan sponsors view outsourcing of 401(k) plan administration and health plan administration differently? II. Legal and Design Issues From point of view of plan sponsors, financial institutions, participants David Pickle, Jeff Lewis, Martha Hutzelman, Andy Anderson What are the plan design implications of outsourcing? Does the plan sponsor give up plan design flexibility when benefits functions are outsourced? What is the legal framework under ERISA that governs outsourcing? What are the typical contractual issues that arise? Is the entity to which the function is outsourced a fiduciary or not? What type of obligations does or should the vendor have report back to the named fiduciary? How does it affect ERISA Title I compliance? Does outsourcing, particularly offshore, pose any additional burdens on the fiduciary s duty to monitor or audit service providers? How does it affect IRS operational compliance issues? How can a plan sponsor be sure that the service provider is in full compliance with the tax rules? Does the vendor have the obligation to tell the named fiduciary or plan sponsor that its functions are outsourced to a third party? III. Spotlight on Problems Associated with Outsourcing Call Centers Mike Hager, Andy Anderson, Jeff Lewis, David Pickle, and Cathy Lerman Who owns the data? How much of the data belongs to the named fiduciary or plan sponsor? What happens to the data when the plan changes vendors? To what extent is this data plan records? Is any of the DOL guidance helpful here? What are the implications for litigation/discovery? To what extent does HIPAA privacy limit what a vendor can demonstrate to a prospective client? 4:00 PM 5:00 PM Section Program: What You Should Know About Stock Options in M&A Transactions Grand Ballroom B, 2 nd Floor, Atlanta Hilton and Towers *Labor and Employment Law and TIPS Section Passports will not be accepted for this program In the rush to negotiate and sign an acquisition agreement, the treatment and potential impact of the target s stock options may not be given adequate attention. The panel will examine the effect on the buyer and on option holders of the terms typically encountered, 5

6 as well as some of the accounting, tax, corporate, and securities law considerations arising from various M&A transactions. Moderator: Steven J. Tonsfeldt, Partner, Heller Ehrman White & McAuliffe LLP, Menlo Park, CA Speakers: Diane Holt Frankle, Gray Cary Ware & Freidenrich LLP, East Palo Alto, CA Drew R. Fuller, Jr., Shareholder, Hornberger Sheehan Fuller & Beiter, Inc., San Antonio, TX Jeremy G. Garvey, Shareholder, Buchanan Ingersoll PC, Pittsburgh, PA Monday, August 9, :30 AM - 9:30 AM Labor Section: Employee Benefits Committee Meeting & Program Hanover Hall F/G, Exhibit Level, Hyatt Regency Atlanta Representatives from the U.S. Department of Labor will provide an update concerning the Department s latest cases and initiatives, followed by the Committee s business meeting. Speakers: Elizabeth Hopkins, DOL, Washington, DC Karen Mock, DOL, Atlanta, GA Erin M. Sweeney, DOL, Washington, DC 9:00 AM 10:00 AM Section Program: Employee Benefits and Committee Meeting Henry Room, 2 nd Floor, Atlanta Hilton and Towers Chair: Paul J. Wessel, New York, NY 10:30 AM - 12:30 PM Section Program: Under Pressure Shareholders Taking Aim Crystal Ballrooms A/F, 1st Floor, Atlanta Hilton and Towers Shareholders in public companies are taking a more active role than ever in executive compensation matters. Large investment firms, public pension funds and other institutional investors, along with shareholder activists, are giving greater scrutiny to the executive compensation practices of the companies in which they invest. Shareholder service and advisory firms have developed critical models for evaluating executive pay in connection with shareholder proposals, merger transactions, accounting policies, elections of directors, and investment decisions generally. This panel will explore these trends, as well as the developing law and regulation that is implicated by these shareholder initiatives, including the Sarbanes-Oxley Act, the new NYSE and Nasdaq 6

7 shareholder approval rules, securities law disclosure requirements, recent case law, pending accounting changes and proposed tax legislation for deferred compensation. Chair: Speakers: Paul J. Wessel, Partner, Dewey Ballantine LLP, New York, NY Jamie Heard, Vice Chairman, Institutional Shareholder Services, Rockville, MD Anne G. Plimpton, Counsel, Testa Hurwitz & Thibeault, Boston, MA 1:45 PM 3:15 PM Labor Section Program: Update: ERISA Hanover Hall F/G, Exhibit Level, Hyatt Regency Atlanta This panel will discuss the hot topics in ERISA litigation. There will be a discussion of the three Supreme Court cases decided this year (Yates, Calad and Heinz), the state of ERISA remedies in 2004 and current developments in long term disability litigation. Moderator: Mary Ellen Signorille, AARP Foundation Litigation, Washington, DC Speakers: Ronald G. Dean, Law Office of Ronald Dean, Pacific Palisades, CA Douglas Greenfield, Bredhoff & Kaiser, Washington, DC Maria Hylton O Brien, Boston University School of Law, Boston, MA Dana Muir, University of Michigan Business School, Ann Arbor, MI Martha Jo Wagner, Venable, Washington, DC Karen M. Wahle, O Malley & Myers, Washington, DC Tuesday, August 10, :45 AM - 12:15 PM Labor Section Program: Do You Want to Know a Secret? HIPAA and the New Medical Information Privacy Regulations Regency Ballroom 7, Ballroom Level, Hyatt Regency Atlanta This panel will focus on the medical information privacy requirements of HIPAA, what you should know about the new law and how to comply whether you represent employees or employers. Topics will include the protections provided under the new law; properly drafted medical releases; obligations regarding medical records you receive; how the new law affects discovery; and how to avoid creating a claim against yourself or your firm. Speakers: Phyllis C. Borzi, George Washington University, Washington, DC Scotty Shively, Cross, Gunter, Witherspoon & Galchus, Little Rock, AR 7