Constance Brewster


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.

Troutman Sanders LLP

Troutman Sanders and Pepper Hamilton have agreed to merge effective April 1, 2020, becoming Troutman Pepper.

Troutman Sanders LLP, founded in 1897, is an Atlanta-based international law firm with more than 600 attorneys throughout the United States and China. With over 40 areas of legal practice, the full-service firm offers a broad array of legal services, including corporate, energy and regulatory, finance and real estate, business litigation and specialized litigation services.

The Troutman Sanders LLP Labor & Employment Practice Group consists of more than 20 attorneys located in the Firm’s Atlanta, Hong Kong, New York, Orange County and Richmond,. The Labor and Employment Group provides clients with comprehensive advice and counsel in all areas of labor and employment law, including litigation, human resources consulting, and training, as well as business immigration law and traditional labor law. The Employee Benefits and Executive Compensation Practice Group at Troutman Sanders LLP consists of 14 attorneys in Atlanta, Richmond and New York who provide legal and consulting advice on the full spectrum of federal laws impacting employee benefit plans, compensation, and privacy issues. Likewise, the Immigration Practice Group consists of attorneys in Atlanta, and New York focusing on all aspects of business immigration law. Together, the Labor and Employment Group, Compensation and Employee Benefits Group and Immigration Practice Group represent numerous Fortune 500 companies across a wide variety of industries.


Georgia Human Resources Manual