Andrew J. Rudolph

Biography

Andrew J. Rudolph brings over 40 years of experience advising both publicly traded and privately held businesses on employee benefits, executive compensation, and related tax and corporate law matters, focusing on both counseling and transactional practices.

Andrew’s practice encompasses the full range of benefits and compensation matters impacting employers in an environment where effective rewards are essential to a successful strategic business plan. With over four decades of experience, he has guided clients through various business cycles, including restructuring, acquisitions, and dispositions, helping them achieve leadership positions in their industries.

Representative Matters

• Planning for, and post-transaction integration of, all qualified and nonqualified retirement, health, and welfare and incentive compensation programs in connection with numerous public and private company transactions, including advice regarding under-funded target company pension plans, change-in-control benefits, executive employment and severance agreements, qualified plan mergers, redesign of equity and long- and short-term incentive plans, one million dollar cap, and SEC and IRS filings.
• Design, implementation, operation, and termination of employee stock ownership plans (“ESOPs”) across the ESOP life cycle, including strategic tax and corporate advice relating to the deferral of income tax on gains; operation of ESOP-owned S Corporations; equity incentive arrangements for executives of ESOP-owned businesses; evaluation and solutions for ESOP fiduciary risks; financing of ESOP loans; and the defense of litigation involving ESOP-owned corporations and service providers.
• Representation of employers and executives in connection with change-incontrol, severance, and “golden parachute” agreements.
• Advice regarding qualified plan and investment governance and procedures to minimize fiduciary risk.
• Design, documentation, benefit security, and securities compliance advice for executive compensation programs, including restricted stock, stock option, phantom stock, and deferred compensation arrangements for a wide variety of publicly and privately held issuers.
• ERISA claims litigation, including defense of worker classification litigation and evaluation of benefit plan implications of worker reclassification.