“De minimis non curat lex”


William B. Duff concentrates his practice in the areas of ERISA, employee benefits, executive compensation, employment matters, ESOPs, and corporate governance. Bill advises clients on benefits, compensation, and employment-related issues in the context of strategic planning, M&A transactions, and day-to-day operations.

Client Experience

  • Individuals and Partnerships

  • Private Companies, Public Companies, and Not-for-Profits

  • Unions

  • Private Funds

  • Sponsors and trustees of ESOPs

  • Banks and investment companies

  • Hospitals and nursing homes

  • Food and beverage distributors

  • Internet gaming companies and horse racing associations

  • Manufacturing companies and construction companies

  • Executives, inventors, celebrities, plan administrators, cemeteries and more

Representative Matters

  • Recovering $60 million tax-free from the surplus assets of a pension plan for discretionary use by the plan sponsor.

  • Obtained the dismissal of a state attorney general’s lawsuit alleging private inurement against a charitable organization.

  • Successfully defended a plan administrator in a U.S. Department of Labor audit involving the potential liability of millions of dollars for alleged prohibited transactions and breaches of fiduciary duties.

  • Successfully negotiated a multi-million dollar workout for a terminated senior executive of an international public company.

  • Maximized flexibility in providing retirement benefits for a large diversified public company using a “separate line of business” structure.

  • Negotiated job protection and enhanced compensation and benefits in an employment agreement for a hospital CEO in connection with the merger of the CEO’s hospital into a large hospital system.

  • Developed an incentive compensation plan for executives of a large privately-held construction company.

  • Represented an online content logistics company in connection with its approximately $3.5 million preferred stock offering.
  • Represented a private regional accounting firm in its acquisition by a global business advisory firm.

  • Represented a heating and air company in a sale to a backed private equity platform valued at $395 million. The heating and air company was the legacy company we represented in the prior sale.

Personal Insights

My Greatest Strengths
  • Understanding and solving problems

  • Describing complex concepts in understandable language

  • A disciplined work ethic
  • I am one of nine children.

What Drives Me
  • A disciplined work ethic


Practice Focus

  • Employee Benefits

  • Executive Compensation

  • Employment

  • ESOPs

  • Corporate Governance


  • Construction

  • Healthcare information technology

  • Manufacturing and distribution



Community & Professional

Community & Professional
  • American Bar Association, Member

  • YMCA, Member


J.D., Georgetown University Law Center

A.B., magna cum laude, College of the Holy Cross


  • New York
    Washington, D.C.
    U.S. Court of Appeals for the District of Columbia Circuit
    U.S. District Court for the District of Columbia
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