Lawyers / Professionals

Mr. Capwell practices in all aspects of executive compensation and employee benefits. In the area of executive compensation, he helps companies structure and administer stock-based compensation plans, performance bonus and incentive programs, nonqualified deferred compensation plans and director compensation programs. He represents management and boards of directors in negotiating and drafting employment, severance and change of control agreements.

He advises clients on the tax, securities and corporate law aspects of executive compensation programs, including proxy disclosure and other public filings. He also helps companies participating in the U.S. Treasury Department's Troubled Asset Relief Program (TARP) comply with the executive compensation and corporate governance standards imposed under the program. He works with privately held businesses and tax-exempt organizations to structure executive compensation programs specific to their objectives.

Mr. Capwell also designs and helps employers administer a wide range of employee benefit programs. These include 401(k), employee stock ownership, defined benefit pension, 403(b) and 457 plans, as well as health and welfare plans and fringe benefit programs. He obtains rulings, determinations and exemptions from the IRS, the U.S. Department of Labor, and other government agencies. He regularly represents employers in audits and examinations by such agencies. Mr. Capwell advises clients on ERISA fiduciary requirements, prohibited transaction restrictions and other aspects of plan investments and administration.

He also helps clients negotiate and structure the employee benefits aspects of mergers and acquisitions, and integrate and dispose of plans following such transactions. He counsels clients on specialized issues, such as retiree benefit plans and plan funding arrangements. Mr. Capwell lectures and writes on a number of executive compensation and employee benefits topics.