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Jeffrey R. Capwell

Partner

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Practices
Education
  • Syracuse University College of Law, JD, magna cum laude, Editor in Chief, Syracuse Law Review, Order of the Coif, 1989
  • Dartmouth College, AB, cum laude, 1986
Admissions
  • New York
  • North Carolina
  • District of Columbia
  • Virginia
  • U.S. Tax Court
Affiliations

Finance Council, The Roman Catholic Diocese of Charlotte

Member, Section of Taxation and Employee Benefits Committee, American Bar Association

President, 2011-2012; Member, Steering Committee; Chair, Legal and Legislative Committee, Southern Employee Benefits Conference

Member; Past President, Carolinas Chapter, National Association of Stock Plan Professionals 

Jeff is leader of the firm’s employee benefits and executive compensation group. He helps clients design equity-based and cash incentive plans, nonqualified deferred compensation arrangements, supplemental retirement plans (SERPs) and executive fringe benefit programs. He represents boards of directors and executives in negotiating and drafting employment, severance, change of control and consulting agreements. Jeff advises compensation committees and management on executive compensation philosophy and governance, and on related tax, securities and corporate law requirements, such as SEC disclosure rules. He helps colleges, universities and other tax-exempt organizations implement compensation and benefit programs for their executives.

A substantial portion of Jeff’s practice is focused on employee benefit plan design and administration. Jeff provides advice concerning 401(k) plans, ESOPs, defined benefit pension plans, 403(b) and 457 plans, as well as health plans and other welfare benefit programs. He helps employers obtain rulings and exemptions from the IRS, the U.S. Department of Labor, and other government agencies, and helps employers reach favorable outcomes in audits and examinations by such agencies. Jeff counsels plan trustees, investment committees and other fiduciaries on ERISA requirements and plan investment issues, and helps negotiate investment advisory, consulting and other plan service provider agreements. He provides advice on employee benefits aspects of mergers and acquisitions, and helps clients integrate plans following business transactions. Jeff also counsels clients on a variety of specialized employee benefits matters, such as multiemployer pension plans, plan funding arrangements, early retirement programs and employee benefits aspects of downsizings and plan shutdowns.

Jeff frequently lectures and writes on executive compensation and employee benefits topics, and is a co-author of a BNA portfolio on compensation committees. He is past president of the Southern Employee Benefits Conference.

vCard
T: +1 704 353 6256F: +1 704 373 8823jcapwell@mcguirewoods.com201 North Tryon Street
Suite 3000
Charlotte, NC 28202-2146

Representation of several compensation committees in connection with the structuring and negotiation of CEO employment agreements and incentive compensation awards.

Advising the investment committee of a large defined benefit pension plan in connection with restructuring over $700 million of plan investments.

Representation of several university boards in the design and negotiation of employment agreements and deferred compensation plans for presidents and other high-level administrative officials.

Representation of a Fortune 100 company in connection with a total outsourcing of retirement plan administration to a third-party provider.

Advising a multinational manufacturer on benefits issues related to plant shutdowns, including settlement of defined benefit plan funding liabilities asserted by the Pension Benefit Guaranty Corporation.

Serving as primary ERISA counsel to a chemicals manufacturer on all aspects of the company's employee benefits and executive compensation programs.

Named a "Lawyer of the Year," Employee Benefits/ERISA Law, Charlotte, The Best Lawyers in America, 2013

Selected for inclusion in The Best Lawyers in America, Employee Benefits (ERISA) Law, Woodward/White, Inc., 2007-2015

Named to "North Carolina Super Lawyers," Employee Benefits/ERISA, Super Lawyers, Thomson Reuters, 2006

Recipient, Terry R. Alexander Award, North Carolina Association of Public Accountants, 2002

Co-author, "New Rules on Mid-Year Changes to Contributions under Safe Harbor 401(k) Plans," Employee Benefit Plan Review, Vol. 68, No. 11, 2014
Co-author, "New Healthcare Reporting Requirements for Employers Begin to Take Shape," Employee Benefit Plan Review, Vol. 68, No. 9, 2014
Co-author, "Defined Benefit Plan Sponsors in Bankruptcy – Flexibility in Modifying Plan Distributions," Pennsylvania Bar Association Quarterly, October 2013
Co-author, "New Flexibility For Defined Benefit Plan Sponsors," Law 360, February 21, 2013
Co-author, Compensation Committees, BNA Corporate Practice Series, 73-2nd, 2012
Co-author, "New Life for Stock Drop Lawsuits: Sixth Circuit Rejects Moench Presumption at Pleading Stage," Employee Benefit Plan Review, Vol. 66, No. 11, 2012
Co-author, "New Scrutiny of College and University Executive Compensation and Unrelated Business Activity," Journal of College and University Law, Vol. 37, No. 1, December 2010
Co-author, "SEC Revises Executive Comp and Governance Disclosure for 2010," Business Law Today, March/April 2010
Author, "Noncompliance With 409A: How Serious an Issue?," Compliance Week, July 21, 2009
Speaker, "Fifth Third v. Dudenhoeffer," SEC Compliance and Enforcement Update, McGuireWoods LLP SEC Practice Complimentary Webinar Series, September 2013
Presenter, "Anticipating and Addressing ERISA Fiduciary Issues," Top 10 Risks in Employee Benefit Trusts, American Bankers Association/FIRMA, February 2014
Speaker, "Best Practices in Contract Design and Structure," 3rd Annual College Athletics Leadership Symposium, October 2013
Co-presenter, "Underfunded Pension Plans: ERISA Liability Risks Increasing," Stafford CLE Webinar/teleconference, October 2013
Panelist, "Who is a Fiduciary? (The DOL Re-Proposed Definition of Fiduciary: A Discussion of Select Issues)," Southern Employee Benefits Conference Fall Fly-In, October 2013
Co-speaker, "Effective Management of Staff," 11th Annual Nonprofit Seminar: Best Practices in Nonprofit Management, September 2013
Speaker, "New Challenges and Opportunities in Benefits and Compensation for the College Employer," Council of Independent Colleges in Virginia Annual Meeting, June 2013
Speaker, "2013 Updates to Proxy Advisor Voting Guidelines," SEC Compliance and Disclosure Update, McGuireWoods LLP SEC Practice Complimentary Webinar Series, January 2013
Co-presenter, "Navigating Controlled Group and Successor Liability Rules for Defined Benefit Pension Plans," ERISA Successor and Affiliate Liability, Strafford CLE Webinar/teleconference, December 2012
Speaker, "403(b) Plans – Compliance and Enforcement," 10th Annual Nonprofit Seminar: Regulatory and Legal Challenges Facing Nonprofits, September & October 2012
Speaker, "Compensation Committee Independence/Listing Standards," SEC Compliance and Enforcement Update, McGuireWoods LLP SEC Practice Complimentary Webinar Series, September 2012
Co-presenter, "What Employers Need to Know About Health Reform Rules for Health Benefit Summaries," 2012 Bloomberg BNA, April 2012
Co-presenter, "Say-on-Pay: Getting It Right," 2011 West LegalEdcenter, June 2011
Speaker, "Are You Prepared for Health Care Reform? A Review of Key Compliance Topics," College and University Professional Association for Human Resources, 2010 Virginia Chapter Meeting, October 2010
Co-presenter, "Deferral of Equity Awards," 2010 AALU Annual Meeting, April 2010
Speaker, "Investment Advice Arrangements for Qualified Plans and IRAs," Trust Advisors Forum, 2007 Annual Meeting, February 2007
Speaker, "Lending to Corporate Insider in Light of Section 402 of the Sarbanes-Oxley Act of 2002," American Bar Association, Section of Business Law, 2003 Spring Meeting, 2003
Speaker, "Split-Dollar Financing Under a New Regime: A Discussion of Notice 2002-8," American Bar Association, Section of Taxation, 2002 May Meeting, May 2002
SEC Finalizes Say-on-Pay Rules, January 31, 2011
IRS Starts University Audits, January 29, 2010