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Constance Brewster

Troutman Pepper

About

As part of a full range of services, Constance advises clients on:

  • Compensation and benefits issues associated with corporate transactions, including negotiating transaction documents, drafting employee communications, performing 280G analyses, conducting due diligence, and assisting with benefits and compensation integration issues.
  • All aspects of defined contribution and defined benefit plans, including plan design, administration, compliance, governmental submissions, plan amendments, participant communications, plan merger and termination, and withdrawal liability and mitigation for multiemployer plans.
  • Governance and fiduciary issues, including establishing benefit plan committees and investment subcommittees, preparing board and committee resolutions, negotiating service provider and vendor agreements, and reviewing and preparing investment policy statements and fiduciary training materials.
  • Executive compensation matters, including drafting and analyzing nonqualified deferred compensation plans, equity and incentive plans, employment agreements, severance agreements and severance plans; and performing 409A, 162(m) and 280G analyses.
  • Health and welfare matters, including flexible spending accounts, health reimbursement arrangements, health savings accounts and COBRA.

In her pro bono work, Constance assists low-income cancer patients, veterans and others with the preparation of wills, financial powers of attorney and nominations of guardians for minor children.

Representative Matters

  • Advised several banks with respect to golden parachute issues, a 280G shareholder vote, due diligence, and pre- and post-merger integration of compensation and benefits.
  • Prepared numerous IRS correction program submissions for 401(k) and defined benefit plans.
  • Represented an employer through a Department of Labor investigation of its 401(k) plan.
  • Presented fiduciary training for numerous plan fiduciaries and benefit committees.
  • Assisted numerous employers with plan formation, design, amendment, termination and mergers.