Steven W. Day

• State-Run Retirement Plans: Advising two state-run retirement plans on benefit plan matters, including pension and healthcare arrangements. Recent projects include:
  • Reviewing and negotiating a new services agreement with a large pharmacy benefit manager.
  • Advising on state law requirements for retiree health systems under new disclosure and transparency laws.
  • Assisting with a Request for Proposals and negotiations with third-party administrators for retiree health and pharmacy benefit management.
  • Addressing administrative and compliance questions related to the retirement pension plan, including annual benefit limits under Section 415 of the Internal Revenue Code.
• Pooled Employer Plans (PEPs): Advising a national leader in administrative services for PEPs on establishing and administering such plans and merging traditional 401(k) plans into PEPs.
• Hospital Client: Advising on executive compensation and employee benefits matters, including an internal review of employment and deferred compensation arrangements for senior executives.
• Health Insurance Company: Advising on legal issues in the operation and administration of employee benefits and executive compensation programs, including separation agreements for retiring executives, integration of benefit plans from acquired companies, and a multi-state assessment of state-level leave and benefits laws.
• Religious Organization: Advising on day-to-day issues related to operating various retirement and health plans, including transferring employees between entities with different benefit plans, compliance issues, and the impact of changes in law and regulations, including COVID-19-related changes.
• Global Manufacturing Company: Advising on fiduciary obligations for monitoring and oversight of the employer stock fund, converting equity awards to cash-settled awards, updating equity award forms, and post-bankruptcy compensation and benefits arrangements
• National Consulting Firm: Advising on the formation and termination of an ESOP, corporate reorganization, and sale to an outside investor, including benefits issues, shareholder approval, purchase agreement negotiation, and executive compensation program design.
• Fortune 1000 Global Manufacturing Client: Advising on M&A activity and its impact on retirement plans and executive compensation, amending pension and 401(k) plans, and integration issues resulting from acquisition and divestiture activities.
• Publicly Traded Manufacturing Company: Advising on the equity incentive plan under proxy voting guidelines and federal tax withholding requirements for supplemental wages.
• Employee Benefits Counsel: Advising a 30,000-employee client on various matters related to its 401(k) and pension plan trusts, executive benefit plans, plan design, administration, service provider contracts, investment management agreements, and compliance with evolving regulations.
• U.S. Division of a Global Manufacturing Company: Advising on operational and compliance issues for health and welfare benefit plans for 53,000 employees, retirees, and dependents. Recent projects include:
  • Negotiating and renewing a services agreement with a pharmacy benefit manager.
  • Drafting and negotiating service agreements with various benefit program vendors.
  • Assisting with plan participant communications and distribution strategies.
  • Drafting an updated Summary Plan Description.
  • Advising on the establishment of a VEBA for retiree medical benefits.
  • Advising on the impact of changes in federal and state law, including COVID-19-related changes.
  • Assisting with Mental Health Parity and Addiction Equity Act compliance.
  • Providing strategic and compliance advice on welfare and fringe benefits imputed income issues.
  • Assisting with the administration and integration of employee welfare benefits in response to acquisitions and divestitures.
• Public Multinational Technology Company: Advising on the administration of distributions and tax withholding under nonqualified deferred compensation plans, compliance with DOL requirements for top hat plan filings, and analysis of “compensation” for plan administration and distribution purposes.
• Publicly Traded Multilevel Marketing Company: Advising on updating eligibility and vesting provisions of the non-qualified deferred compensation plan and the treatment of short-term disability pay under the plan.
• Global Manufacturing Company: Assisting with employee benefit-related litigation and benefit claims matters, including negotiating plan service agreements, responding to participant pension and health plan benefit claims, assessing plan fiduciary duties, and updating plan provisions for evolving case law.
• Energy and Utilities Company: Advising on entering various investment arrangements for its defined benefit pension plan, including investments in hedge funds, private equity funds, collective investment trusts, and separate accounts.
• Global Food and Beverage Manufacturing Company: Reviewing and negotiating contracts with investment managers for individualized funds under its defined contribution plan.
• National Banks and Financial Firms: Advising on implementing the Department of Labor’s new fiduciary rule and related exemptions.
• Publicly Held Clients: Advising on designing and obtaining shareholder approval of equity compensation plans.
• Governmental Retirement Program: Advising on negotiating arrangements with a pharmaceutical benefits program.
• SEC-Registered Investment Adviser: Providing legal counsel on securities regulations affecting an adviser with $2+ billion in AUM, including compliance with Rule 206(4)-7 of the Investment Advisers Act of 1940.

Services

Mergers and Acquisitions

• Negotiation of employee benefit provisions of transactional documents
• Legal due diligence review
• Negotiation and design of executive compensation arrangements for management
• Section 280G review and shareholder approval
• Shareholder disclosures and approvals

Retirement and Health Plans

• Tax-qualified defined benefit and defined contribution plans
• Medical plans, Section 125 “cafeteria” plans, wrap welfare plans
• Compliance with Patient Protection and Affordable Care Act, HIPAA, and COBRA
• Governmental retirement and health plans
• Cybersecurity and data privacy

Executive Compensation

• Equity and phantom equity compensation plans for public and private companies
• Annual bonus and long-term cash incentive arrangements for public, private, and nonprofit organizations
• Employment, severance, change-in-control, and sale bonus agreements
• Non-qualified deferred compensation plans
• Corporate governance and shareholder disclosure requirements under federal securities laws, stock exchange rules, and shareholder guidelines

Investment Management and Fiduciary Responsibilities

• Plan investments in hedge funds, private equity funds, real estate funds, collective investment trusts, separate accounts and pooled arrangements
• Service agreements with outside fiduciary advisors
• Compliance with Department of Labor’s fiduciary rule and related exemptions
• Fiduciary structure and governance for plan sponsors
• Investment policy statements

Other

• Investment management — ERISA; Registered Investment Advisors; Artificial Intelligence; Cybersecurity and Data Privacy; FinTech, Media, Entertainment & Sports
• Tax and securities laws related to employee benefits and executive compensation

• Chambers USA: Employee Benefits & Executive Compensation, Ohio (2016-2017, 2020-2024)
• The Best Lawyers in America (Woodward/White Inc.), Employee Benefits (ERISA) Law, Tax Law (2020-2025)
• “Ohio Rising Stars”, Ohio Super Lawyers, (2013-2017)

• “Regulatory Landscape” – Artificial Intelligence and the Law Symposium — Cleveland Metropolitan Bar Association (March 2024)
• “The Rules on Artificial Intelligence are Coming — and We Should All Be Ready.” — Cleveland Metropolitan Bar Association Bar Journal (February 2024)
• “The SECURE Act 2.0 – What Employers Need to Know,” Calfee Webinar (April 2023)
• “Pooled Employer Plans: Background and Benefits for Private Equity and Other Financial Services Firms,” Calfee Webinar (August 2020)

• American Bar Association
• American Benefits Council (member of Policy Board)
• National Association of Public Pension Attorneys
• Cleveland Metropolitan Bar Association
  • Chair of CMBA’s Volunteer Lawyers for the Arts Committee
  • Member of Reach Out Committee for Non-Profits
• Cleveland Metropolitan Bar Foundation, past Director
• Swedish American Chamber of Commerce in Ohio, Board of Directors

More Attorney News

Retirement and Health Plans

• Tax-qualified defined benefit and defined contribution plans
• Medical plans, Section 125 “cafeteria” plans, wrap welfare plans
• Compliance with Patient Protection and Affordable Care Act, HIPAA, and COBRA
• Governmental retirement and health plans

Executive Compensation

• Equity and phantom equity compensation plans for public and private companies
• Annual bonus and long-term cash incentive arrangements for public, private, and nonprofit organizations
• Employment, severance, change-in-control, and sale bonus agreements
• Non-qualified deferred compensation plans
• Corporate governance and shareholder disclosure requirements under federal securities laws, stock exchange rules, and shareholder guidelines

Investment Management and Fiduciary Responsibilities

• Plan investments in hedge funds, private equity funds, collective investment trusts, separate accounts and pooled arrangements
• Service agreements with outside fiduciary advisors
• Compliance with Department of Labor’s new fiduciary rule and related exemptions
• Fiduciary structure and governance for plan sponsors
• Investment policy statements

Other

• Investment management — ERISA, Registered Investment Advisors, Artificial Intelligence, FinTech
• Tax and securities laws related to employee benefits and executive compensation.