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Michael J. Francese

Partner

Washington +1 202 662 5413

  • About
  • Representative Matters
  • Credentials
  • About

    As a partner in Covington’s employee benefits practice group, Mike Francese focuses on counseling clients in matters arising under their employee benefit plans and executive compensation arrangements with respect to ERISA, the Internal Revenue Code, and related federal and state laws.  He also represents clients before agencies and courts on both the federal and state level, and consults with them in connection with mergers, acquisitions, and other corporate transactions.

    Mike's practice covers a broad spectrum of employee benefit plans and programs, as well as a variety of executive compensation arrangements, such as:

    • tax-qualified defined benefit and defined contribution plans, including traditional and hybrid pension plans, 401(k) plans, profit-sharing plans, and ESOPs;
    • non-qualified deferred compensation arrangements, including top-hat plans, 457(f) arrangements for employees of non-profit employers, and other types of nonqualified deferred compensation arrangements;
    • equity-based compensation arrangements, including stock options, restricted stock, and phantom equity awards;
    • health and welfare plans, including cafeteria, medical, disability, and severance plans and arrangements; and
    • executive employment and consulting agreements, including change in control, and parachute payment arrangements.

    Areas of Expertise

  • Practices and Industries
  • Representative Matters
    • Provided employee benefits and executive compensation advice in connection with the following mergers, acquisitions, and spin-offs:
      • Kerr-McGee Corporation’s $18 billion merger with Anadarko Petroleum;
      • Hanesbrands Inc.’s spin-off from Sara Lee Corporation;
      • JLG Industries, Inc.’s $3.2 billion merger with Oshkosh Truck Corporation; and
      • Kerr-McGee Corporation’s spin-off and IPO of Tronox Inc. and related debt offerings.
    • Advised a significant number of public and private employers with respect to nonqualified deferred compensation issues arising under Section 409A of the Internal Revenue Code;
    • Analyzed parachute payment liabilities arising in connection with various corporate transactions and recommended approaches for minimizing these liabilities;

    • Assisted public and private companies in terminating their tax-qualified defined benefit plans;
    • Obtained IRS approval under its Employee Plans Compliance Resolution System for employers to correct errors with respect to the operation of their 401(k) plans; and
    • Advised plan fiduciaries regarding their obligations under ERISA, including their duties with respect to plan assets and plan expenses in employer-sponsored defined contribution plans.

    Areas of Expertise

  • Credentials
    Education
    • The George Washington University Law School, J.D.
        • Law Review, Notes Editor
        • with honors
    • Duke University, A.B.
        • Economics
    Bar Admissions
    • District of Columbia
    • Virginia
    Judicial Clerkship
    • Hon. Joyce Hens Green, U.S. District Court, District of Columbia
    Accolades
    • Chambers USA, Employee Benefits & Executive Compensation (2020-2023)
    • Legal 500 US, Labor & Employment: Employee Health and Retirement Plans (2017) Labor & Employment: Employee Benefits & Executive Compensation (2013-2015), and Litigation: Supreme Court and Appellate (2012)
    • Washington DC Super Lawyers, Employee Benefits/ERISA (2013-2023)

    Areas of Expertise

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