Michael J. Francese

Michael J. Francese

Mike Francese focuses on counseling clients in matters arising under their employee benefit plans and executive compensation arrangements with respect to ERISA, the Internal Revenue Code, and related federal and state laws.  He also represents clients before agencies and courts on both the federal and state level, and consults with them in connection with mergers, acquisitions, and other corporate transactions.  Mr. Francese’s practice covers a broad spectrum of employee benefit plans and programs, as well as a variety of executive compensation arrangements.

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Supreme Court Reiterates High Pleading Bar for Stock Drop Cases

As noted in our earlier blog post, the U.S. Supreme Court’s 2014 decision Fifth Third Bancorp v. Dudenhoeffer made clear that participants bringing stock-drop cases are subject to heightened pleading standards to help “divide the plausible sheep from the meritless goats.” In its first substantive ruling in a post-Dudenhoeffer stock-drop case, the U.S. Supreme Court … Continue Reading

Time to Focus on Directors’ Pay?

Although executive compensation has been under significant scrutiny for many years, directors’ compensation has flown somewhat under the radar. That may be about to change: in Calma v. Templeton, a Delaware court recently held that the level of compensation granted to non-employee directors should be reviewed under the “entire fairness” standard rather than under the … Continue Reading

ERISA Liability Insurance: Know What’s Covered . . . And What Isn’t

For sponsors and fiduciaries of employee benefit plans, the Amara case has presented many interesting and important issues that have been discussed at length in this blog and elsewhere. However, the most recent chapter in this long-running dispute has not garnered nearly as much attention as either the Supreme Court or Second Circuit decisions that … Continue Reading

PBGC Proceeds With Proposal to Collect Information on Pension Risk Transfers

The PBGC is proceeding with an initiative to collect information on what it calls “risk transfer activity” in defined benefit pension plans — essentially certain de-risking transactions — as part of the filing plan sponsors make when they pay PBGC premiums.  If approved by the Office of Management and Budget, the PBGC’s draft new premium … Continue Reading

Stock-Drop Decision Helpful to ESOP Fiduciaries

Yesterday, the Supreme Court issued its much anticipated decision in the stock-drop case, Fifth Third Bancorp v. Dudenhoeffer.  The Court vacated the lower court decision that was adverse to the employer, Fifth Third Bancorp, and remanded the case to the lower courts for further proceedings. Fiduciaries of employee stock ownership plans (ESOPs) had hoped that … Continue Reading

Regulatory Safe Harbors Are Critical to Employee Benefit Plans

Regulatory safe harbors play a critical role in the design of employee benefit plans by: Providing concrete guidance on how to comply with the complex rules that govern plans; Facilitating efficient, effective and consistent plan administration; and Encouraging employers to establish and continue their employee benefit plans and furthering participants’ understanding of the rules. Without … Continue Reading

Statutory Stock Options: We Have To Report What? And When?

Employers are deluged with annual reporting requirements for their compensation and benefit plans.  One requirement that often flies under the radar is the obligation to furnish and file Form 3921 for exercises of incentive stock options (“ISOs”) and Form 3922 for certain shares purchased under an employee stock purchase plan (“ESPP”).  The deadline for furnishing … Continue Reading

Investment Funds Not Liable for Pension Plans of Portfolio Companies, Court Rules

Private equity and other investment fund managers can exhale (at least a little bit) following a recent court ruling that investment funds are not liable for the ERISA obligations of their portfolio companies.  The ruling expressly rejects a 2007 Pension Benefit Guaranty Corporation (“PBGC”) letter ruling and contradicts an earlier court decision that supported the … Continue Reading

Accelerating Compensation into 2012 to Avoid 2013 Tax Increases

If widespread news reports are any indication, many people—employers and employees alike—are thinking about increased taxes in 2013 and what can be done to minimize their impact. Some tax increases in 2013 are a sure thing.  For example, the employee share of Medicare taxes will increase to 2.35% for wages in excess of $250,000 (for … Continue Reading
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