Lauren Schuster

Collaborative, solutions-oriented employee benefits, executive compensation legal counsel

Lauren Schuster partners with human resources, total rewards, general counsel, transactional attorneys and litigators to develop a strategy and to simplify complex employment tax, compensatory securities and ERISA regulatory issues. Lauren works with public and private companies, nonprofit organizations, districts, universities and public utilities with respect to their benefit and compensation programs. She helps clients navigate transitions and resolve issues related to retirement, health and compensation plans, including:

• 401(k), profit sharing, 403(b) and 457 retirement plans
• Employee stock ownership plans (ESOP)
• Collectively-bargained multiemployer pension plans
• Self-funded, level-funded and fully insured health plans
• ERISA fiduciary best practices, training, prohibited transaction exemptions and compliance issues
• Internal Revenue Service (IRS) and Department of Labor (DOL) benefit plan audits, investigations and corrections
• Stock options, restricted stock, restricted stock units (RSU), phantom stock and incentive arrangements
• Benefits and compensation aspects of mergers and acquisitions (M&A)

On deal teams, Lauren helps buyers and sellers with employee benefits and executive compensation matters, including resolving issues and establishing new equity compensation arrangements and executive employment agreements, as well as identifying and negotiating responsibility for underfunded defined benefit pension plans, retiree medical and insurance arrangements, union multiemployer pension plan issues, non-qualified deferred compensation arrangements and related compliance issues.

Throughout her career, Lauren has been committed to advancing diversity, equity and inclusion (DEI) initiatives and has served in various leadership capacities for LGBTQ+ and disability advocacy organizations.

• Designs competitive equity and incentive arrangements and tax advantaged plans to help employers retain talent while complying with complex regulatory requirements.
• Partners with employers to establish and maintain ESOPs, incentive and nonqualified stock option plans, employee stock purchase plans and other equity incentive arrangements.
• Assists with the compensation and benefits aspects of M&A, including the purchase and sale of ESOP-owned companies.
• Counsels benefit plan sponsors through corrections, plan audits and disputes.

• Represented an engineering planning and design services firm as the buyer in the acquisition of engineering companies located in California, Colorado and Texas, for a total value of approximately $47 million.
• Represented a manufacturer of specialty home furnishings as the seller in its acquisition for $65 million in cash and equity by a leading brand aggregator in numerous different consumer products spaces.
• Assisted clients in establishing new and restated equity incentive plans, including investor and employee disclosures.
• Obtained contractual and plan document changes from an insurer to address ERISA fiduciary risks for employers associated with reference-based pricing health plans and Mental Health Parity and Addiction Equity Act (MHPAEA) compliance.
• Resolved claims related to discounted and preferred stock options, avoided tax liabilities for the client, and obtained release agreements from all current and former employees.
• Assisted buyers and sellers with the review of benefit plans in mergers and acquisitions, including identifying issues with the target's 401(k) plan and providing recommendations related to correction program filings.
• Assisted employers with complete and partial terminations of defined benefit pension plans. Prepared determination letter applications for submission to the Internal Revenue Service (IRS), required participant notices and filings to the Pension Benefit Guaranty Corporation (PBGC).
• Assisted buyers and sellers with the acquisition of ESOP-owned companies, including terminating or converting the ESOP in connection with the transaction.