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.

Ms. Glover 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 issues under Internal Revenue Code Section 162(m) (executive pay cap limits), 280G (golden parachutes), 409A (restrictions on non-qualified deferred compensation) and 457A (restrictions on deferral of offshore compensation).

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. She 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 represents companies in connection with Department of Labor (DOL) and Internal Revenue Service (IRS) filings, audits and investigations. She also has particular expertise in the funding of employee benefit plans through voluntary employees’ beneficiary association (VEBA) trusts and captive insurance.

Ms. Glover advises investment funds and investment fund investors with respect to ERISA’s fiduciary requirements, including plan asset and prohibited transaction requirements and exemptions.

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 on restrictions imposed on non-qualified deferred compensation plans under Internal Revenue Code Section 409A.
• 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 recordkeeping 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.
• Advised numerous companies in connection with DOL and IRS audits of employee benefit plans.
• Advised companies in connection with issues related to receipt of demutualization proceeds for employee benefit plans.
• Advised companies and private funds in connection with obtaining prohibited transaction exemptions under applicable DOL regulations.
• Advised companies in connection with correcting employee benefit plan violations under DOL and IRS amnesty programs.
• Advised insurance companies in connection with the use of captive insurance and pre-packaged VEBAs to fund employee benefit obligations.

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, Chair of Committee on Employee Benefits and Executive Compensation, September 2006 through August 2009; National Center for Employee Ownership (NCEO)
• Civic activities: Advocates for Children; Autism Speaks; Connecticut Down Syndrome Congress; Giant Steps School

Publications

Speeches and Events