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ERISA Fiduciary Investment Basics 2015

Speaker(s): Alicia C. McCarthy, David C. Olstein, Erin K. Cho, Erin Rose Miner, Glenn E. Butash, Howard Pianko, Ira G. Bogner, Jeffrey Ross, Linda J. Haynes, Michael J. Albano, Patrick S. Menasco, Robert J. Raymond, Sarah Downie, Shannon Barrett, Suzzanne Yao
Recorded on: Feb. 4, 2015
PLI Program #: 59265

David C. Olstein is a counsel at the firm of Skadden, Arps, Slate, Meagher & Flom LLP and a member of the firm’s Executive Compensation and Benefits Group.  His practice focuses on the fiduciary responsibility provisions of ERISA. He has extensive experience advising asset managers on ERISA matters, including compliance with ERISA’s prohibited transaction rules, in connection with the investment of pension plan assets. Mr. Olstein also regularly advises fund sponsors on ERISA matters, including the application of ERISA’s “plan asset” rules, in connection with the establishment and operation of private investment funds. He also has represented issuers and underwriters in connection with the marketing of securities to investors subject to ERISA, and has advised plan sponsors and creditors on pension liability issues arising under Title IV of ERISA.

Mr. Olstein is a member of the New York City Bar Association Committee on Employee Benefits and Executive Compensation and currently chairs the Subcommittee on Private Equity & ERISA Fiduciary Duties.


J.D., University of Virginia School of Law
B.A., Johns Hopkins University

Bar Admissions

New York

Selected Authorships

  • Co-Author, “Sun Capital Ruling Exposes PE Funds to Pension Liabilities,” Law360, July 31, 2013
  • Co-Author, “Application of Plan Asset Rules to Plan Investments and Contributions,” in ERISA Fiduciary Law (Susan P. Serota and Frederick A. Brodie eds., 2d ed. 2006 & Supp. 2009)

Alicia C. McCarthy is Counsel at Wachtell, Lipton, Rosen and Katz in the Executive Compensation and Benefits Department.  She advises clients with respect to executive compensation and employee benefit matters involving mergers and acquisitions, spin-offs, joint ventures, financings, litigation as well as plan compliance. She has extensive experience in ERISA fiduciary matters involving the formation and operation of funds.  Her recent representations include advising on exemptions from the Department of Labor and de-risking transactions.

Ms. McCarthy is a frequent speaker on ERISA topics for the Practicing Law Institute.  She recently co-authored the articles “Counting to 80,” Private Equity Manager (August 2013) and “New Ways to Manage Old Pension Liabilities,” Law 360 (June 17, 2013).  Ms. McCarthy is a member of the Committee of Employee Benefits and Executive Compensation of the Association of the Bar of the City of New York.  She is the recipient of the Pro Bono Publico Award (2010, 2011 and 2014) for her services to The Legal Aid Society.  She is also recognized in Best Lawyers of America (2012-2016) in Employee Benefits (ERISA) law and New York Super Lawyers (2013-2015).

Ms. McCarthy received her B.A. in 1981 from Georgetown University and her J.D. cum laude in 1984 from Brooklyn Law School, where she was a member of the Journal of International Law.

Erin K. Cho is a principal in the Fiduciary Responsibility practice group at Groom Law Group. Ms. Cho advises clients on matters involving ERISA’s fiduciary and conflict of interest rules. She advises asset managers, broker-dealers and investment bankers with respect to the many and varied services and financial products (including complex structured products and derivatives) they offer to U.S. pension plans. She counsels hedge funds and private equity clients on the consequences of accepting

investments by benefit plan investors, as well as plan assets and prohibited transaction concerns arising in connection with venture capital investments and corporate transactions. She counsels plan sponsors on all aspects of ERISA fiduciary compliance, including plan governance, plan expense issues and the selection and monitoring of plan investment options. Ms. Cho also represents clients on exemption requests and regulatory initiatives before the U.S. Department of Labor’s Employee Benefits Security Administration.

Ms. Cho regularly speaks on pension investment matters, including as a co-chair of the Practicing Law Institute’s annual conference, “ERISA: The Evolving  World”.


Fiduciary Responsibility


J.D., cum laude, Harvard Law School

B.A., magna cum laude, Yale University, Phi Beta Kappa


District of Columbia New Jersey

New York

Erin Rose Miner is Director and Counsel at Credit Suisse Securities (USA) LLC in New York and Head of the ERISA, Executive Compensation and Employee Benefits group.  Ms. Miner advises the Bank with respect to ERISA's fiduciary responsibility and prohibited transaction rules that arise in connection with the Bank's broker-dealer and asset management operations.   Ms. Miner also serves as counsel with respect to the Bank’s global equity compensation programs as well as the tax-qualified and welfare plans maintained by the Bank and its subsidiaries.

Ms. Miner received her undergraduate degree in Finance from the University of Maryland, College Park and received her law degree from New York Law School.

Ira G. Bogner is chair of the firm’s Tax Department and a member of the Employee Benefits, Executive Compensation & ERISA Litigation Group. Ira represents a varied list of clients, including financial service companies, entertainment industry clients, and tax-exempt organizations, and also actively represents individual executives in executive compensation matters.

Areas of Concentration

Ira has provided guidance to clients on a wide variety of matters in the areas of employee benefits and executive compensation, including:

  • investment of plan assets
  • implementation of employee benefit plans
  • employee benefit issues in mergers and acquisitions
  • awarding of equity-based compensation
  • negotiation and drafting of employment agreements and severance arrangements
  • structuring, analyzing and maintaining investment funds that are suitable for plan investors

Ira counsels clients with respect to the tax, securities law disclosure, corporate governance, stock exchange and other requirements relevant to executive compensation arrangements. Ira also provides advice regarding equity arrangements, employment agreements, change in control agreements and all other types of executive compensation arrangements, including guidance regarding “409A,” “162m,” “457A,” and “280G.”

Ira frequently is called on to structure and analyze alternative investments for pension trusts and other exempt organizations. He also works with the firm’s corporate and real estate lawyers in structuring and maintaining investment funds that include participation by pension plans. Through his work in the investment fund area Ira has obtained substantial experience in applying the rules provided under the “plan asset” regulations, including the operation of venture capital operating companies and real estate operating companies. He has assisted in the formation of private equity, real estate, infrastructure and hedge funds, including “fund of funds.” Ira also has advised clients on both avoiding ERISA “plan asset” status and operating an investment fund in accordance with ERISA.

Thought Leadership

Ira has published a number of articles in publications such as The New York Law Journal, The New Jersey Law Journal, The Daily Deal, The Journal of Pension Planning and Compliance, Mergers and Acquisitions (The Monthly Tax Journal), The Journal of Taxation and Regulation of Financial Institutions, The Metropolitan Corporate Counsel, European Private Equity & Venture Capital Associations, The LPA Anatomised and Private Equity International and has been named to the Board of Advisors of the Journal of Taxation and Regulation of Financial Institutions. He also has lectured on topics such as the classification of workers, drafting employment agreements, equity alternatives for senior executives, investing IRA assets, the plan asset regulations, shareholder approval of equity plans, Code Section 409A, and key provisions for ERISA investors investing in a private equity fund.


Ira has been recognized and ranked by various directories. US Legal 500 has carried the following comments: “Ira Bogner is ‘available, responsive and knowledgeable;” “Ira Bogner ‘provides a level of comfort with respect to business issues that is rare in the world of ERISA;” “Ira Bogner is the ‘go-to guy for fund sponsors needing help with ERISA.’"


New York City Bar Association:

Employee Benefits and Executive Compensation Committee

ERISA Fiduciary Duties and Plan Investments Subcommittee

Awards & Recognition

Chambers USA: New York: Employee Benefits & Executive Compensation 2014-2015

The Legal 500 United States: Labor & Employment - Executive Compensation 2009, 2013-2015

The Legal 500 United States: Tax - Domestic Tax - East Coast 2014-2015

The Legal 500 United States: Tax - Employee Benefits 2008-2011

The Legal 500 United States: Investment Fund Formation - Private Equity Funds 2008-2009

The Legal 500 United States: Investment Fund Formation - Alternative/Hedge Funds 2009

The Legal 500 United States: Investment Fund Formation & Management 2008-2009

The Legal 500 United States: Corporate and Finance Edition 2007

Best Lawyers in America 2012-2016

Top 100 New York Super Lawyers 2010

New York Super Lawyers 2007-2015

Fellow, American Bar Foundation

Related Practices

Employee Benefits, Executive Compensation & ERISA Litigation

Private Investment Funds


Hedge Funds

Financial Services

Private Equity Real Estate


Fordham University School of Law, J.D., 1990

Brandeis University, B.A., 1987
cum laude

Admissions & Qualifications

New York


District of Columbia

Jeffrey Ross is an executive compensation & employee benefits partner resident in Fried Frank’s New York office. He joined the Firm in 2008 and became a partner in 2009.

Mr. Ross has experience with a wide range of benefits and compensation matters and the numerous federal and state laws that govern the field. In addition to assisting in the design and operation of various tax qualified, non-qualified, and equity-based compensation arrangements, he has counseled extensively regarding the ERISA issues relating to the organization and operation of private investment funds. Clients also frequently call upon Mr. Ross to advise on the employee benefits and executive compensation matters arising in connection with mergers and acquisitions and related transactions.

Mr. Ross is consistently recognized by Chambers USA: America's Leading Lawyers for Business as a leading individual in Employee Benefits and Executive Compensation. He is also consistently recognized by Legal 500 in Employee Benefits and Executive Compensation.

Mr. Ross received his JD from New York University School of Law in 2001, where he was an Associate Casebook Editor of the law school’s Moot Court Casebook. He received his BA, cum laude, with honors in Latin Literature, from Yale University in 1998. Mr. Ross is admitted to practice in New York.

Linda J. Haynes is a partner practicing in the Employee Benefits and Executive Compensation Department.  She has substantial experience in advising employee benefit plan fiduciaries regarding their duties and responsibilities. For numerous clients, Ms. Haynes routinely participates in their fiduciary committee meetings.  She frequently conducts training for fiduciary committees, including training regarding general fiduciary duties under ERISA, prohibited transactions and current developments.  Ms. Haynes regularly advises clients regarding fiduciary issues and obligations raised by proposed plan investments, including unusual and sophisticated investments.  In addition, she counsels clients regarding employee benefit plan investment policies, negotiates investment management agreements, and reviews alternative investment vehicles.

She has substantial experience counseling mid-sized to Fortune 500 clients in all elements of employee benefit plans and executive compensation.  Ms. Haynes regularly counsels public and private clients in connection with the design, development and on-going compliance of their employee benefit programs, including qualified and non-qualified retirement plans, health plans, cafeteria plans, and other types of welfare plans.  Ms. Haynes has significant experience in advising clients concerning their defined benefit pension plans, including cash balance and pension equity plans.

Ms. Haynes works closely with the firm’s Employee Benefits Litigation group in cases involving complex ERISA issues, including fiduciary issues and hybrid defined benefit plan issues.


J.D., Loyola University of Chicago School of Law, cum laude (1994)
B.S., Purdue University (1987)


  • Illinois

Patrick Menasco is a partner in Steptoe's Washington and New York offices, where he is a member of the firm’s Litigation Department and Tax Group.

Mr. Menasco represents and advises a diverse range of clients in matters relating to the investment of employee benefit capital.  For over a decade, Mr. Menasco has focused on advising global banks, broker-dealers and asset managers with respect to their derivatives, prime brokerage, securities lending, asset management, and other businesses.  Mr. Menasco has particularly deep experience in stable value funds and products and regularly advises large asset managers on structuring and managing multi-billion dollar stable value portfolios.  In recent years, Mr. Menasco has gained significant experience assisting asset managers and broker-dealers in addressing impaired assets, including in the context of auction rate securities, securities lending pools, and special purpose vehicles.  Mr. Menasco leads the firm’s ERISA prime brokerage and derivatives sub-practice. 

Mr. Menasco has represented numerous clients in audits, investigations, exemption requests, and regulatory initiatives before the US Department of Labor.  He has also represented clients before the US Pension Benefit Guaranty Corporation, the US District Courts, and the US Courts of Appeal.

From 1995 to 1998, Mr. Menasco served as a counselor and litigator in the Office of the General Counsel, US Pension Benefit Guaranty Corporation, where his practice focused on plan termination, prohibited transaction, employment, and appellate matters.


  • Ranked for the DC: Employee Benefits & Executive Compensation category in Chambers USA: America’s Leading Lawyers (2011-2012)
  • Regarded as “peerless” for prime brokerage, swaps, and derivatives in Chambers USA: America’s Leading Lawyers (2011)
  • Recommended by Legal 500 US for Labor & Employment: Employee Benefits and Executive Compensation, 2008, 2012-2014
  • Senior Teaching Fellow at the Tulane University Law School 
  • Adjunct Professor at the George Washington University Law School

Areas of Practice

  • ERISA, Labor & Employment
  • Employee Benefits/ERISA/Executive Compensation
  • Litigation
  • Tax


  • Tulane University Law School, J.D., magna cum laude, 1994, Associate Editor, Tulane Law Review, Order of the Coif
  • Tulane University, B.A. in French, 1991

Judicial Clerkships

  • Hon. Gerrilyn G. Brill, US District Court for the Northern District of Georgia, 1995

Bar & Court Admissions

  • District of Columbia
  • New York
  • Georgia

Practice Areas:

Employee Benefits

Fiduciary Advisory Services

Executive Compensation

International Benefits


HOWARD PIANKO is the head of Seyfarth Shaw’s New York office benefits practice and the national chair of its Fiduciary Advisory Services practice group.  During his more than thirty-five years of experience in employee benefits law and executive compensation, he has counseled both domestic and international clients on matters running the full benefits gamut.  He originated, and chaired, the PLI pension investment program in the 1980’s; then began co-chairing this program annually in 1991 (21 years ago).  He also co-chairs the PLI Basic Fiduciary Investment Program.

He is a Charter Fellow in the American College of Employee Benefits Counsel and a founding member of the International Pension and Employee Benefits Lawyers Association.  He has been recognized for his professional expertise by, among others, Best Lawyers in America, Chambers, Legal 500 and Super Lawyers.  His current practice focuses extensively on ERISA fiduciary and plan governance matters, executive compensation including cross-border incentive, equity and compensatory schemes and the benefit and employment law aspect of mergers and acquisitions.

Robert J. Raymond is a partner based in the New York office of Cleary Gottlieb Steen & Hamilton LLP.

Mr. Raymond’s practice focuses on organizing and advising private investment funds, including fund formation for buy-out funds and other “alternative investment” funds. He also advises private investment funds in their investment activities and internal governance, including manager spin-offs, shareholder arrangements with portfolio companies and among consortium members, all forms of compensation arrangements, including co-investment arrangements and carried interest programs and “founders” arrangements. Mr. Raymond also advises clients on all aspects of executive compensation and corporate governance matters.

Mr. Raymond is distinguished by Chambers USA, The Best Lawyers in America, The Legal 500 U.S., Super Lawyers, Lawdragon and The Legal 500 U.S. as a leading lawyer. 

His recent experience includes acting as counsel to Credit Suisse in raising a $1 billion emerging markets credit opportunity fund; MBK Partners in raising its most recent fund; Deutsche Bank in connection with certain fund of funds; JPMorgan in connection with private equity conduit vehicles; Helios Capital in raising their second and largest pan-Africa investment fund to date; TPG in connection with several carry arrangements with industry experts and other individuals; and the spinoff of several managers from large financial institutions. Also counsel to Citigroup Alternative Investments in connection with various carried interest and co-investment programs and to Angelo, Gordon in connection with ERISA fund matters.

Mr. Raymond joined the firm in 1995 and became a partner in 2003. He received a J.D., summa cum laude, from New York Law School in 1994, and an undergraduate degree from the University of the State of New York, Regents College in 1989. From 1994 to 1995 he served as law clerk for the Honorable Roger J. Miner of the U.S. Court of Appeals, Second Circuit.

Mr. Raymond regularly speaks on private investment related topics, including at PLI and ALI-ABA seminars and the IBA/ABA International Conference on Private Investment Funds. He also co-authored an article in the International Finance Law Review entitled “Out of Sync” which compares the EU and US approaches to regulating private investment funds.

Mr. Raymond is a member of the Bar in New York.

Shannon Barrett is a partner in O’Melveny’s Washington, DC office. Shannon concentrates his practice on ERISA-related litigation and on providing advice relating to Title I of ERISA. He has been involved in litigating a broad range of ERISA matters at both the trial and appellate levels, with a particular focus on fiduciary issues. In addition to his litigation practice, Shannon has assisted clients in responding to regulatory investigations and has counseled clients, including financial institutions and plan sponsors, on ERISA issues such as fiduciary structure, fee disclosure, and compliance with ERISA’s prohibited transaction provisions. Shannon has also advised independent fiduciaries in their representation of employee benefit plans’ rights in connection with ERISA and securities settlements.

Illustrative Professional Experience

  • Defended affiliates of Fidelity Investments in a series of cases challenging 401(k) plan fees, including Columbia Air Services, Inc. v. Fidelity Management Trust Co. and Hecker v. Deere & Co., which were dismissed on all claims.
  • Representing the fiduciaries of financial institution in lawsuit alleging breaches of fiduciary duty and prohibited transactions in connection with their in-house plans’ use of affiliated investment vehicles and services.
  • Defended or defending the fiduciaries of defined contribution plans sponsored by several major corporations against claims involving employer stock held by those plans.
  • Represented U.S. Trust through trial and appeal in its successful defense of breach of fiduciary duty claims stemming from the purchase of privately traded employer stock by an Employee Stock Ownership Plan in Keach v. U.S. Trust.


Harvard University, J.D., 1997: cum laude

Duke University, B.A., 1994: magna cum laude; Phi Beta Kappa

Professional Activities

Law Clerk, Honorable John R. Gibson, Eighth Circuit Court of Appeals

Admitted, District of Columbia; Illinois

Admitted to Practice, U.S. District Court for the Northern and Central Districts of Illinois; District of Columbia; District of Maryland; U.S. Courts of Appeals for the Fourth, Fifth, Seventh, Eighth and Eleventh Circuits  

Honors, recognized by Chambers USA as leading lawyer for ERISA Litigation; recognized by Legal 500 (2013-2015)

Suzzanne joined Goldman Sachs in 2007 and focuses primarily on matters relating to ERISA and benefits.  Prior to joining Goldman Sachs, Suzzanne spent four years at Fried, Frank, Harris, Shriver & Jacobson LLP working in the executive compensation and employee benefits department.  Suzzanne received a B.A., summa cum laude, from Columbia University in 1999 and a J.D., cum laude, from Harvard Law School in 2002.  She is admitted to practice in New York.

Suzzanne was named Managing Director in January 2014.

Michael Albano is a partner based in the New York office of Cleary Gottlieb Steen & Hamilton LLP.

Mr. Albano’s practice focuses on executive compensation and benefits matters, including disclosure, governance, taxation, design and negotiation of agreements and arrangements, as well as the executive compensation and benefits aspects of mergers and acquisitions; pension investment and ERISA fiduciary matters; private equity compensation; and employment law and related matters.

Mr. Albano is recognized as a leading employee benefits and executive compensation lawyer by Chambers USA, The Legal 500 U.S., The Best Lawyers in America and Super Lawyers.

Mr. Albano joined the firm in 2001 and became a partner in 2010. He received a J.D. degree, magna cum laude, from the Georgetown University Law Center in 2001, and an undergraduate degree, magna cum laude, from Duke University in 1998.

Mr. Albano is a member of the Bar in New York

Sarah Downie advises a broad range of clients on the design and implementation of executive compensation and employee benefit arrangements, including executive employment agreements, equity plans, deferred compensation arrangements, severance plans and broad-based retirement and welfare plans. She regularly counsels clients on the tax laws governing compensation and benefit arrangements, as well as compliance with ERISA, securities laws, the Affordable Care Act, COBRA and HIPAA.

Sarah also has extensive experience with ERISA fiduciary obligations and ERISA plan investment, including issues with respect to asset management, prime brokerage, derivatives and securities lending.  She has prepared numerous submissions to the U.S. Department of Labor, including prohibited transaction exemption applications.

Publications and Lectures

Speaker, “ERISA Basics,” ERISA Fiduciary Investment Basics, Practising Law Institute, February 2014
Speaker, “ERISA Regulatory Update 2013,” New York City Bar Association, October 10, 2013
Speaker, “ERISA Retirement and Pension Plans:  Service Provider Agreements,”  Webinar, Strafford Publications, June 26, 2013

Professional Activities

Member, New York City Bar Association’s Employee Benefits and Executive Compensation Committee
Member, Steering Committee of Worldwide Employee Benefits Network, New York Chapter

Practice Areas

Employee Benefits & Executive Compensation Group

Education Information

Osgoode Hall Law School, York University, J.D. 1995

Bar Admissions

New York

As Corporate Counsel, Compensation & Benefits, Glenn Butash provides legal advice to Alcatel-Lucent with respect to the company's U.S. defined benefit, defined contribution, and employee welfare benefit plans and deferred compensation arrangements. He advises the company on plan design issues and prepares plan amendments; provides legal advice to the company with respect to plan administration; assists with employee and retiree communications; provides benefits-related legal support in connection with acquisitions, divestitures and other corporate transactions; works on ERISA fiduciary matters arising from the investment of plan assets; addresses executive compensation issues; and oversees employee benefits litigation on behalf of the company and its plans. He also regularly advises the company's fiduciary committees regarding their ERISA duties.

Glenn received his J.D. from Fordham University School of Law and his B.A. from Boston University. Prior to joining Alcatel-Lucent, Glenn was in private practice in New Jersey and New York.