I feel comfortable at Taylor English. Taylor English acknowledges my experience and expertise as a nonlawyer professional and gives me the opportunity (more than any other law firm where I have previously worked) to apply my experience and expertise to address our clients’ employee benefit and executive compensation problems on a value-added basis.
Jan Marsh is Taylor English’s senior benefits consultant and is one of the founding members of the Employee Benefits and Executive Compensation practice group. She is one of the most experienced consultants practicing in this area in a law firm setting in the United States. Prior to joining the firm, she was the senior employee benefits consultant at King & Spalding LLP.
Ms. Marsh has worked in employee benefit plans, executive compensation and related matters for three decades. She works primarily with public and private company clients in connection with all types of employee benefit plan design, drafting, compliance and administration. She works closely with clients’ general counsels, other corporate officers and human resources personnel. In the last three years, she has advised employers on Obamacare and other health care-related issues.
Ms. Marsh has significant experience with 409A compliance issues and in addressing all types of executive compensation issues in equity plans, employment agreements, nonqualified deferred compensation plans, change-in-control agreements, severance plans, separation agreements and retention and/or bonus agreements. She works with both individuals and companies with respect to these types of arrangements.
Ms. Marsh has led clients through successful negotiations with the Internal Revenue Service (IRS) and U.S. Department of Labor (DOL) in their correction programs and obtained closing agreements on her clients’ behalf. She has participated in resolving numerous DOL and IRS audits of employee benefit plans on behalf of her clients.
In addition, she has significant experience in public and private company corporate transactions, including negotiating employee benefit representations and covenants, performing diligence reviews, analyzing golden parachute issues and assisting clients with the integration of benefit plans and programs following the closing of a transaction.
Ms. Marsh frequently is asked to speak to groups regarding tax issues related to Obamacare, 409A and 280G. She has been a featured speaker at continuing education seminars for legal and accounting professionals as well as at insurance and health care association events.
National Women in Pensions Inc.
The ESOP Association
401(k) and Defined Pension Plans
Assisted client in freezing defined benefit pension plan and in satisfying the requirements to notify participants.
Amended and restated an individually designed 401(k) plan into a volume submitter plan.
Assist with merging 401(k) plans and preserving protected benefits under successor plan.
Provide advice to client regarding termination of its defined benefit plan and in the related approvals with IRS and PBGC.
Assist client in receivership with underfunded defined benefit pension plan and advise on steps to complete distress termination.
Prepared and made filings for clients under the IRS voluntary compliance program. For example:
- Failure to timely amend plan for legislative changes;
- Failure to properly operate loan program and correction of more than 100 defaulted loans;
- Failure to amend profit sharing plan for 30 years where no plan documentation could be found, filing of delinquent forms 5500 for such years, failure to make past minimum required distributions and to terminate and distribute ...
Assist clients on DOL’s fiduciary level service provider and participant related disclosure requirements.
Assist clients with amendment and restatement of 401(k) plans and pension plans and submission of such plans to the IRS for updated favorable determination letters.
Assist clients with IRS and DOL audits of 401(k) plans and pension plans.
Assist client with appointment of successor trustee and the related transfer of assets.
Conduct training for 401(k) plan committee with respect to its fiduciary duty to manage plan investments.
Health and Welfare
Successfully defended a client against a $150,000 claim by a health care provider for its treatment of end stage renal disease under a self-insured plan.
Provide guidance on compliance with Obamacare and HIPAA privacy and security policy requirements.
Prepare wrap health and welfare plans and summary plan descriptions for clients to cover all health and welfare benefits in one document.
Assist clients with preparation of summary benefit coverage documentation.
Assist clients in self-audit of ERISA required documentation for all benefit plans.
Provide client human resources department with Obamacare training sessions.
Assist client with amending and restating a severance pay plan.
Negotiated an employment agreement for the new CEO of a building products distributor public company.
Negotiated an employment agreement for the new CEO of a biopharmaceutical public company.
Negotiated an employment agreement for the new CEO of a leading full-service transaction processing public company.
Negotiated employment agreements for the senior management team of a homebuilding public company.
Negotiated a transition agreement for the out-going CEO of a financial services distributor public company.
Negotiated an employment agreement for the president of a private, non-profit university.
Negotiated an employment agreement for the new CEO of a private company in the casual dining restaurant industry.
Negotiated an employment agreement for the new CEO of a private furniture company.
Represented the management team of a public company in the medical device industry in a going private transaction.
Represented a church in the establishment of a compensation arrangement for the church’s senior pastor.
Represented a national food distribution cooperative in connection with negotiating the employment agreement for its new CEO.
Represented a CEO in connection with his employment agreement and equity rollover in the sale of his company to a private, foreign investor.
Represented the CEO of a company in connection with his separation from service following the $2.5 billion acquisition of his company by a large public company.
Served as counsel to an Atlanta-based construction company with operations in more than 40 states in the establishment of an ESOP and sale of its stock to the related Employee Stock Ownership Trust, drafting and negotiating all legal documents, working with the investment banker, and negotiating terms of sale with counsel for the Trustee and the senior lender. The matter involved a AAA strip-out, a stock purchase by the ESOP, bank loan, an exchange of all stock not ...
Served as counsel to a Georgia manufacturer with operations across the U.S. in the establishment of an ESOP and sale of its stock to the related Employee Stock Ownership Trust, drafting and negotiation of all legal documents, working with investment banker and negotiating terms of sale with seller’s counsel, senior lender’s counsel and Trustee’s counsel. The matter involved a bank loan, stock purchase by the ESOP, a subsequent refinance and warrant ...
Served as counsel to an Atlanta software company in the establishment of an ESOP and sale of its stock to the related Employee Stock Ownership Trust, drafting and negotiating all legal documents and negotiating terms of sale with Trustee’s counsel and Sellers’ counsel.
Served as counsel to the Trustee for the sale of shares of a manufacturing company valued at approximately $270 million to an Employee Stock Ownership Trust. Involved a pre-transaction AAA distribution and a simultaneous redemption and ESOP sale.
Served as counsel to an Atlanta-based construction company in a second stage ESOP transaction for the sale of additional shares to an Employee Stock Ownership Trust.
Represented Wilmington Trust Retirement and Institutional Services Company, Trustee of an Employee Stock Ownership Trust established by a large company in this transaction involving the sale of all of the common stock held by the ESOP to an outside party. Our ESOP team worked closely with ERISA and corporate counsel for the Company and with the ESOP Trustee and the Trustee's financial advisor to negotiate the terms and conditions of sale of the stock. The Trustee ...
Represented Wilmington Trust Retirement and Institutional Services Company, Trustee of the Employee Stock Ownership Trust of a large company in a matter involving a large transaction under which the ESOP obtained 100 percent ownership of the Company. This was one of the largest ESOP transactions in the country in 2013, and it was one of two very large ESOP transactions closed by our firm in 2013. Our ESOP team negotiated the terms of the transaction and with ...
Represented Wilmington Trust Retirement and Institutional Services Company, Trustee of Martin Resource Management Corporation’s MRMC ESOP Trust (ESOP) in a complicated second stage ESOP transaction that resulted in approximately 100 percent ownership of the Company by the ESOP. We believe this transaction was one of the largest ESOP transactions in the country in 2013, and it was one of two very large ESOP transactions closed by our firm in 2013. Our ESOP ...
- Panel, The Society of Chartered Property and Casualty Underwriters Educational ConferenceAugust 19, 2016
- December 18, 2014
- Health Care Summit, Atlanta, Ga., Aug. 18, 2014
- "Obamacare Employer Mandate," Presentation at J. Smith Lanier & Co., Columbus, Ga., Aug. 6, 2014
- Decision Makers Conference, Atlanta, Ga., April 24, 2014
- "Income, Estate and Gift Tax Developments," Tax Talks, Atlanta, Ga., Feb. 26, 2014
- "Obamacare: Employer Mandate, Individual Mandate, and Recent Developments," Presentation at Bennett Thrasher, Oct. 30, 2013
- "409A: Is There a 1,000-Pound Gorilla Hiding in Your Client’s Executive Compensation Arrangements?" Atlanta Bar Association, Tax Section, Sept. 24, 2013
- "Update: Health Care, Target Date Funds & Tax Issues in Settlements," Presentation to The Home Depot Inc. Legal Department, July 17, 2013
- "Obamacare in 60 Minutes," Atlanta, Ga., May 21, 2013
- "The Obamacare Buffet," Recipes for Restaurant Success, Atlanta, Ga., April 30, 2013
- October 10, 2016
- August 4, 2016
- May 13, 2016
- April 22, 2016
- April 20, 2016
- March 4, 2016
- February 26, 2016
- January 14, 2016
- December 31, 2015
- December 8, 2015
- November 20, 2015
- October 21, 2015
- September 30, 2015
- September 23, 2015
- August 19, 2015
- August 11, 2015
- May 20, 2015
- March 26, 2015
- February 13, 2015
- October 23, 2014
- July 25, 2014
- June 30, 2014
- March 7, 2014
- February 25, 2014
- February 12, 2014
- November 1, 2013
- November 1, 2013
- August 29, 2013
- July 10, 2013
- July 9, 2013
- July 3, 2013
- May 9, 2013
- March 7, 2013
- January 31, 2013
- January 3, 2013
- October 18, 2012
- August 28, 2012
- July 13, 2012
- July 2, 2012
- May 30, 2012
- April 19, 2012
- Corporate and Business
- Employee Benefits and Executive Compensation
- Employment and Labor Relations
- Financial Institutions
- Health Care
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- Restaurant, Food and Beverage, and Licensing
- Youth-Serving Organizations
Birmingham-Southern College, BA, summa cum laude, 1983