Marjorie M. Glover

Partner

Practice Description

Marjorie Glover is the partner in charge of Chadbourne’s executive compensation and employee benefits practice, and is co-chair of the Firm’s employment law department. Her practice focuses exclusively on the areas of employment, executive compensation and employee benefits law.

Ms. Glover advises multinational and domestic corporations, publicly and privately held companies, investment funds, investors, and lenders and borrowers on employee benefits and executive compensation issues in domestic and cross-border mergers, acquisitions, dispositions, public offerings, private placements, project financing and other financings. She advises companies, executives and tax-exempt entities on all aspects of executive compensation, including employment, separation and consulting agreements, equity and cash-based incentive plans, deferred compensation arrangements and American Jobs Creation Act of 2004 issues. She advises investment funds with respect to ERISA’s fiduciary requirements, including plan asset and prohibited transaction requirements and exemptions. She also has extensive experience in the design, implementation, administration and termination of pension, cash balance, profit-sharing, 401(k) savings, employee stock ownership plans (ESOPs) and welfare benefit plans.

Ms. Glover advises international and domestic companies regularly on all aspects of compliance with United States employee benefits laws, including for example compliance with ERISA and applicable tax, labor and health insurance laws. Ms. Glover also advises on all aspects of employment law, including for example laws related to wages and hours, payroll tax, non-discrimination, employee discipline, suspension and termination, substance abuse, privacy and leaves of absence.

Representative Matters

• Advised numerous companies regarding nonqualified new deferred compensation law enacted by the American Jobs Creation Act of 2004. 
• Represented numerous Fortune 500 companies in negotiating chief executive officers’ and other senior executives’ employment agreements, including assistance with compensation committee and board of directors’ presentations. 
• Drafted employment, consulting, change of control and severance agreements for numerous companies and executives, with complete analysis of golden parachute, 409A, 162(m) limit, restrictive covenant and other legal issues. 
• Assisted numerous Fortune 500 companies in transitioning employee benefit plans and executive compensation arrangements for thousands of newly acquired employees. 
• Drafted numerous broad-based, omnibus and single-purpose equity plans for companies; advised on all related tax, corporate and securities issues and addressed related accounting and business issues; prepared Form S-8 filings and prospectuses. 
• Advised and assisted with transitioning employee benefits and executive compensation issues for numerous newly acquired or merged companies, including preparation of transition agreements, timetables and checklists which covered both the legal and practical aspects of transactions. 
• Drafted numerous long-term incentive plans with various cycles and performance-based criteria for numerous companies; advised all on related tax, corporate and securities law issues; addressed accounting and business issues and prepared Form S-8 filings and prospectuses. 
• Prepared executive deferred compensation plans, supplemental retirement, savings and benefit restoration plans and related rabbi trust agreements and top-hat filings for numerous companies; advised on all related employment, tax and corporate issues; addressed related business issues. 
• Advised a Fortune 500 company on the merger of 28 separate defined benefit pension plans into one umbrella plan with separate sub-plans; drafted plan document and summary plan descriptions and assisted with related filings. 
• Advised a Fortune 500 company on the merger of six different defined contribution plans into one plan; drafted plan document and summary plan descriptions/prospectuses; drafted and negotiated trust agreement, investment management agreements, custodial agreements, and record keeping agreement; drafted plan administration manual and employee communication materials. 
• Advised numerous investment funds in connection with ERISA’s fiduciary requirements, including advice on operating company, benefit plan investor and prohibited transaction exemptions under ERISA.

Honors

Activities and Affiliations

• Member: American Bar Association, Tax Section; Center for International Legal Studies, Member of Congress of Fellows; National Association of Stock Plan Professionals; New York Bar Association, Tax Section; The Association of the Bar of the City of New York, Committee on Employee Benefits (Chair); National Center for Employee Ownership (NCEO)
• Civic activities: Member and Secretary, Board of Directors of Advocates for Children; Greenwich Challenger League Baseball; National Association for Autism Research; Connecticut Down Syndrome Congress

Publications

Speeches and Events