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Valerie M. Hughes

Special Counsel

Washington +1 202 662 5285

  • About
  • Representative Matters
  • Credentials
  • About

    Valerie Hughes advises employers on a wide range of employee benefits and executive compensation issues, including compliance with the Internal Revenue Code and ERISA.

    While representing large and small employers, both for-profit and tax-exempt entities, Valerie has gained experience in the following areas:

    • Drafting and amending plan documents and participant communications, for example:
      • Tax-qualified retirement plans, including 401(k) and defined benefit plans;
      • Nonqualified deferred compensation and bonus plans;
      • Stock option, RSU, and other equity compensation plans;
      • Health plans, both for active employees and retirees; and
      • Welfare benefit plans, including cafeteria and severance plans;
    • Advising on employee benefits and compensation issues in mergers and acquisitions;
    • Preparing and filing applications with the Internal Revenue Service for determination letters, corrections programs, and private letter rulings; and
    • Drafting and negotiating employment and separation agreements.

    Areas of Expertise

  • Practices and Industries
  • Representative Matters
    • Advised General Electric Company on the purchase of a group annuity contract covering approximately 70,000 defined benefit pension plan participants and settling $1.7 billion in pension obligations.
    • Advised multiple private companies on repricing stock options, including analyzing the impact of the repricing on the options’ status as tax-advantaged incentive stock options.
    • Conducted training for fiduciaries of qualified retirement plans covering compliance issues under ERISA.
    • Counseled an employer in converting its individually designed defined benefit plan into a volume submitter defined benefit plan.
    • Advised a multi-billion dollar multiemployer pension plan on proposed legislation before Congress addressing PBGC multiemployer program funding.
    • Advised MidFirst Bank on employee benefits and executive compensation issues in its acquisition of 1st Century Bancshares, Inc.

    • Conducted a governance compliance review of a Fortune 200 company’s qualified defined contribution and nonqualified retirement plans. Based on the review, recommended certain changes and advised the employer regarding the governance of its plans.
    • Advised a large public company on the status of outstanding performance awards under amendments to Internal Revenue Code section 162(m).
    • Advised clients on compliance with Internal Revenue Code section 409A under deferred compensation and equity compensation plans.
    • Advised employers on the tax implications of using VEBA assets to fund certain welfare benefit plans.
    • Conducted legal compliance reviews of health and welfare plans, including medical, dental, long-term care, flexible spending account, life and accident, travel, short-term and long-term disability, and employee assistance plans. The reviews analyzed compliance with ERISA, COBRA, HIPAA, the Affordable Care Act, and other legal requirements.
    • Advised on reporting requirements under the employer mandate of the Affordable Care Act.

    Areas of Expertise

  • Credentials
    Education
    • University of North Carolina School of Law, J.D., 2015
        • Highest Honors
        • Order of the Coif
        • North Carolina Law Review, Articles Editor
        • Millard S. Breckenridge Prize in Law
    • Davidson College, B.A., 2007
        • cum laude
    Bar Admissions
    • District of Columbia
    • North Carolina
    Languages
    • German

    Areas of Expertise

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