W. Michael Gradisek chairs the firm's Employee Benefits and Executive Compensation practice. His practice encompasses all areas of employee benefits and executive compensation.
Mr. Gradisek counsels employers and plans sponsors on a daily basis regarding the requirements imposed by the Internal Revenue Code and ERISA and has advised clients with respect to fiduciary responsibilities, prohibited transactions, and day to day administration of tax-qualified and ERISA-covered plans. His practice involves counseling employers and executives on the design and compliance of nonqualified deferred compensation, severance and other executive agreements with Code section 409A and he routinely advises clients on equity compensation issues. Mr. Gradisek also counsels clients on health and welfare plan issues and assists buyers and sellers with respect to employee benefits and executive compensation in corporate transactions. He represents clients before the Internal Revenue Service, Department of Labor and Pension Benefits Guarantee Corporation.
Admitted to practice in Pennsylvania and the District of Columbia, he is a member of the Taxation Section of the American Bar Association, the Pennsylvania and Philadelphia bar associations and the National Association of Stock Plan Professionals. He is also a member of the ASPA Benefits Council of the Delaware Valley and formerly served on its board of directors, and is a former president/program chair and co-founder of the Philadelphia Chapter of WEB, Inc., a network of benefits professionals.
Mr. Gradisek is a 1994 graduate of Georgetown University Law Center (LL.M., taxation), a 1993 graduate of Ohio Northern University College of Law and a graduate of the College of William and Mary.
Areas of Practice
- Qualified Retirement Plans
- Executive Compensation
- Health and Welfare Plans
- ERISA/Fiduciary Counseling
- ERISA Litigation
- Represented Australian infrastructure and environmental services consulting firm Cardno Limited (ASX: CDD) in its $55 million acquisition of Raba Kistner Inc., a Texas-based 470-person engineering services firm; Raba Kistner becomes part of Cardno’s Construction Sciences division – a leading construction materials testing business in Australia – and significantly expands Construction Sciences’ geographic footprint.
- Represented Laguna Development Corporation, a federally chartered corporation formed by the Pueblo of Laguna Tribe in New Mexico, in its $134.5 million acquisition of the Isle of Capri Casino and Hotel in Lake Charles, Louisiana.
- Represent SKF USA Inc. in amending and restating their defined benefit pension plans, while acting as counsel for all qualified plans and health and welfare plans.
- Represented New Hampshire-based Unitil Corporation (NYSE: UTL) in its sale of $30 million aggregate principal amount of 3.70% senior notes to several well-known insurance companies.
- Represented Unilife Corp. (NASDAQ: UNIS / ASX: UNS) in connection with its announced effort to seek strategic alternatives, culminating in a strategic collaboration with Amgen Inc. (NASDAQ: AMGN) for Unilife's wearable injectable drug delivery systems to use with Amgen's biologics and other medicines. The deal provides Unilife with investments of up to $90 million from Amgen and restructures Unilife's existing debt with OrbiMed.
- Provide ongoing counsel to the largest software-solutions company (NYSE-traded) with regard to Internal Revenue Code Section 409A compliance. Assisted in the redesign, amendment and restatement of all executive compensation programs and plans.
- Represent the largest software-solutions company (NYSE-traded) with respect to all aspects of executive compensation agreements. Provide support with respect to all areas and issues arising out of hiring and termination of executives, including, but not limited to, the interaction with the individual executive incentive plans.
- Represent the largest software-solutions company (NYSE-traded) with respect to outbound equalization projects. Provide support and counsel regarding individual issues that arise when executives leave the company but remain within the controlled group of companies. Provide assistance with respect to the interaction between the goals of the business transaction while keeping the U.S.-based executive compensation plans in compliance with their terms and applicable law.
- Represent the largest software solutions company (NYSE-traded) with respect to 401(k) plan compliance. Provide day-to-day assistance with respect to the ongoing qualification of the 401(k) plan.
- Represent the largest software solutions company (NYSE-traded) with respect to cash-balance-plan compliance. Provide day-to-day counsel with respect to the ongoing qualification of the cash-balance plan.
- Represent the largest software solutions company (NYSE-traded) with respect to health- and-welfare-plan compliance. Provide day-to-day assistance with all aspects of the plan, including but not limited to COBRA, plan-document compliance and regulatory compliance.
- Represent the largest software solutions company (NYSE-traded) with respect to all aspects of employee benefits related to mergers and acquisitions, including but not limited to the integration of these business entities into the appropriate plans, both qualified and non-qualified.
- Represented Clarion Capital Partners and its portfolio company, HR Outsourcing Holdings, Inc., a professional employer organization based in Atlanta, Georgia, in the acquisition of the outstanding capital stock of Fortune Financial, Inc., another professional employer organization based in Tampa, Florida, as well as the related financing transaction.
- Advised Meiji Yasuda Life Insurance Company of Japan on U.S. insurance and retirement product matters in its $5 billion acquisition of StanCorp Financial Group, which is the parent of Standard Insurance Company and other subsidiaries.
- Represented a public international energy services company and its U.S. subsidiary in Houston in the negotiation and documentation of a $50 million secured revolving credit facility.
- Represented Brace Industrial Group L.P., a Houston based industrial services roll-up, in its acquisition of substantially all of the assets of ESI Group, Inc.
- Represented Brace Industrial Group L.P., a Houston based industrial services roll-up, in its acquisition of all of the issued and outstanding stock of Peterson Industrial Scaffolding, Inc. from Peterson Enterprises, Inc.
- Represented TÜV SÜD in its strategic acquisition of RCI Consultants Inc., located in Houston, Texas.
- Represented Sancoa International Company and TubeDec, LLC, family owned affiliated companies that manufacture and supply products to Home & Personal Care customers in North America, in their $71 million sale to CCL Industries, a Canadian public company.
- Represents large family and ESOP-owned company with respect to day-to-day ESOP plan compliance.
- Represents large family and ESOP-owned company with respect to termination of ESOP and redemption of company stock from ESOP.
- Represent an ESOP-owned information-technology and consulting solutions and services company with respect to day to day ESOP plan compliance. Provide day-to-day assistance with respect to the ongoing qualification of the ESOP.
- Represent an ESOP-owned information-technology and consulting solutions and services company with respect to 401(k) plan compliance. Provide day-to-day assistance with respect to the ongoing qualification of the 401(k) plan.
- Represent an ESOP-owned information-technology and consulting solutions and services company with respect to health-and-welfare-plan compliance. Provide day-to-day assistance with all aspects of the health and welfare program, including but not limited to, COBRA, plan-document compliance and regulatory compliance.
- Represent one of the largest U.S. investment banking firms (NYSE-traded) with respect to the bank's provision of trust and fiduciary services to employee benefit plans and employee benefits-related insurance products.
- Represent one of the largest U.S. investment banking firm's worldwide securities services group with respect to its provision of transition-management services.
- Represent a large office-management and document-solutions company (NYSE-traded) with respect to all aspects of plan administration and compliance for large defined-benefit retirement plan, including recent decision to freeze the plan and implement enhanced defined-contribution plans.
- Counsel to a large manufacturing company (NYSE-traded) with respect to all aspects of employee benefits, including multiple defined-benefit pension plans, 401(k) plan, employer stock issues related to 401(k) plan, self-funded health and welfare plans, assisted on the redesign of pension plans including multiple plan freezes and plan mergers, recently amended and restated plans for design changes and IRS submission.
- Counsel to a large medical device company (NASDAQ-traded) with respect to all aspects of executive compensation and employee benefits, including multiple pension plans, 401(k) plan, employer stock issues related to 401(k) plan, self-funded health and welfare plans, restructuring of executive deferral and supplemental retirement programs and related "rabbi trusts" for compliance with Internal Revenue Code Section 409A, management of QDRO outsourcing, executive employment and severance agreements, stock-option-plan compliance, recently amended and restated plans for design changes and IRS submission.
- Counsel to a Norwegian company on disposition of all North American employee benefit arrangements in connection with the merger of its soft-alloy extrusion business into a newly created joint venture. The new joint venture created the world's largest aluminum profile company with annual sales of approximately $4.5 billion and 12,000 employees.
- Counsel to pension funds sponsored by a major utility with regard to plan investments in private equity funds, considering ERISA plan assets and prohibited-transaction issues.
- Counsel to a national insurance company in its $1.75 billion successful hostile tender offer for target insurance company. Developed strategy for payoff of existing ESOP securities acquisition loans and consequent release of appreciated securities to ESOP participants. The resulting increase in ESOP account values triggered corporate trustee and participants to vote allocated and nonallocated ESOP shares in favor of the takeover.
- Counsel to a major pension fund investment manager on fiduciary issues pertaining to the plan asset regulations. Consultation has involved co-investor and fund of fund issues arising in connection with private equity funds and the creation of VCOC, REOC and QPAM structures.
- Counsel to a national insurance company on a fiduciary policy claims by its insureds relating to employer stock fund decline in corporate 401(k) plan. Fiduciary policy claims followed settlement of securities-law-violations litigation for more than $100 million. Through statistical analysis, demonstrated participants' damages claims were without significant merit. The class-action fiduciary litigation case settled without any policy payment.
- Counsel to a national drug company in a multi-employer pension plan withdrawal liability litigation. By structuring the initial assignment of leases to come within ERISA Section 4204(a) as a sale of assets, the national drug company avoided any withdrawal liability assessment. This determination was upheld by the U.S. Court of Appeals for the Seventh Circuit.
- Counsel to an international newspaper conglomerate on all employee benefit plan matters including those arising in connection with the acquisition and disposition of its subsidiary businesses. Provided counsel on the structuring of its qualified plan arrangements under separate-line-of-business rules.
- Counsel to the unsecured creditors committee in a chapter 11 bankruptcy proceeding for a national manufacturing conglomerate that sponsored one of the top 50 underfunded defined benefit plans in the United States. Successfully negotiated to reduce the priority status and value assigned to the competing claims of the Pension Benefit Guaranty Corporation.
- District of Columbia
- U.S. Court of Appeals for the Third Circuit
- U.S. District Court for the Eastern District of Pennsylvania
- Georgetown University Law Center, LL.M. Taxation, 1994
- Ohio Northern University College of Law, J.D., 1993
- Duane Morris LLP
- Partner, 2002-present
- Associate, 2000-2001
- Pepper Hamilton, LLP, Philadelphia, Pennsylvania
- Associate, 1997-2000
- Montgomery, McCracken, Walker & Rhoads, LLP, Philadelphia, Pennsylvania
- Associate, 1994-1997
- Congressman Rick Santorum, Washington, D.C.
- Ways and Means Associate, 1994
- Ginsburg, Feldman and Bress, Chartered, Washington, D.C.
- Independent Tax Counsel, 1994
- American Bar Association
- Taxation Section
- Pennsylvania Bar Association
- Philadelphia Bar Association
- National Association of Stock Plan Professionals
Honors and Awards
Listed in 2019 Lawdragon/HR Executive Magazine Leading Employment Lawyers Guide, Top 20 Lawyers in Employee Benefits
- ASPA Benefits Council of Delaware Valley
- Quoted, "High-Demand Workers See Benefits Boost Amid Pandemic," Law360, March 27, 2020
- Quoted, "WFH USA. It's the End of the (Work) World As We Know It," Employee Benefit News, March 19, 2020
- Co-author, "Employee Benefits in the Time of COVID-19," Duane Morris Alert, March 16, 2020
- Co-author, "SCOTUS to Determine Constitutionality of Affordable Care Act Following Change to Individual Mandate," Duane Morris Alerts, March 5, 2020
Quoted, "Justices Set ESOP Stock-Drop Suits In Their Sights," Law360, June 4, 2019
- Author, "IRS Issues Qualified Retirement Plan Relief for Victims of Hurricanes Harvey and Irma," Duane Morris Alert, September 21, 2017
- Co-author, "IRS Guidance Addresses Federal Tax Impact for Employers in Light of Supreme Court Ruling in U.S. v. Windsor," Duane Morris Alert, September 3, 2013
- Co-author, "Employers Take Note: Final HIPAA Rules Mandate New Obligations for Group Health Plans," Duane Morris Alert, February 22, 2013
- Co-author, "Year-End Deadline Approaching for Code Section 409A Corrections," Duane Morris Alert, November 30, 2012
- Co-author, "IRS Publishes Guidance on Healthcare Reform Changes to Form W-2," Duane Morris Alert, April 1, 2011
- Co-author, "Health Care Reform—A Practical Checklist," Society for Human Resource Management Legal Report, September 2010
- Co-author, "An Employer Checklist of 401(k) Plan Responsibilities Under ERISA," The Legal Intelligencer, May 26, 2010
- Co-author, "One Month After Healthcare-Reform Legislation: Update on the New Regulatory Guidance," Duane Morris Alert, May 11, 2010
- Co-author, "Reimbursement Requests for Early Retiree Reinsurance Program May Exceed Funding," Duane Morris Alert, May 10, 2010
- Co-author, "Continuing Extension Act Lengthens COBRA Subsidy Period Again," Duane Morris Alert, April 30, 2010
- Co-author, "Healthcare Reform: What Is the Impact on Employers? ," Duane Morris Alert, March 29, 2010
- Co-author, " COBRA Subsidy Extended Once Again," Duane Morris Alert, March 4, 2010
- Co-author, "COBRA Premium Subsidy Extended," Duane Morris Alert, December 23, 2009
- Co-author, "Midyear Reduction or Suspension of an Employer's 401(k) Contributions — A Practical Guide," Society for Human Resource Management, September 8, 2009
- Co-author, "Group Health Plan Sponsors Now Required to Comply with CHIPRA," Duane Morris Alert, May 14, 2009
- Co-author, "Stimulus Bill Includes Significant COBRA Changes," Duane Morris Alert, February 20, 2009
- Co-author, "Bailout Legislation Contains Key Mental Health Parity and Addiction Equity Act," Duane Morris Alert, October 9, 2008
- Co-author, "Section 409A Compliance Deadline Fast Approaching," Duane Morris Alert, September 29, 2008
Selected Speaking Engagements
Speaker, "Fiduciary Duties for Retirement Plans," Duane Morris' Developments in Workplace Law and Practice, Philadelphia, May 7, 2019
- Speaker, Duane Morris' Developments in Workplace Law and Practice, Philadelphia, May 3, 2017
- Speaker, Duane Morris' Developments in Workplace Law and Practice 2015, Philadelphia, May 14, 2015
- Speaker, "Developments in Workplace Law and Practice," Duane Morris' Developments in Workplace Law and Practice 2014, Philadelphia, May 8, 2014
- Speaker, "Wellness Programs and the Law," Duane Morris-BB&T 2012 Breakfast Briefings, San Diego, January 19, 2012
- Speaker, Duane Morris' Developments in Workplace Law and Practice, San Francisco, May 10, 2011; Atlanta, May 18, 2011
- Speaker, "Employee Benefits and Healthcare Reform," Duane Morris' Developments in Workplace Law and Practice 2010, Philadelphia, April 29, 2010
- Speaker, "Healthcare Reform: What Is the Impact on Employers?" Duane Morris Institute Webinar, April 28, 2010
- "HIPAA, ADA, and FMLA," Lorman Seminar, Washington, D.C., February 27, 2004
- "HIPAA's Effect on Small Group Health Plans," Audioconference sponsored by the Assisted Living Federation of America, February 25, 2004