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Christen Sewell counsels companies and individuals on all aspects of employee benefits and executive compensation, including tax-qualified retirement plans, health and welfare plans, equity-based compensation arrangements, non-qualified deferred compensation arrangements, executive employment and consulting agreements, and mergers and acquisitions. She advises companies of all sizes (both public and private) in a diverse array of industries.
Ms. Sewell enjoys working with clients to keep their benefit programs competitive and to meet the changing needs of their diverse workforces. Due to the depth and breadth of her practice, she is well-positioned to advise companies on all of their benefit needs, including the day-to-day compliance issues that affect the full spectrum of their benefit programs; integration of employees and legacy benefits acquired through mergers and acquisitions; and strategic planning and implementation of new plan designs and benefit programs.
When companies find themselves facing complex problems, Ms. Sewell has experience navigating the diverse and reticulated laws governing benefits and compensation to find practical solutions, and when necessary, negotiate resolutions with federal agencies.
Tax-qualified Retirement Plans
- Provide strategic advice to plan sponsors on defined benefit plans and defined contribution plans, including benefit plan design, implementation, administration, determination letter applications, voluntary correction procedure filings, plan loans, administrative procedures, and qualified domestic relations orders.
- Advise clients in negotiating trust agreements and amendments.
ERISA and Fiduciary Issues
- Advise plan fiduciaries regarding their obligations under ERISA, including resolution of benefit claims and their duties with respect to plan assets and expenses in defined contribution plans.
- Provide fiduciary training and annual briefings for plan investment committees.
Health and Welfare Plans
- Advise clients on tax treatment of health and welfare benefits and compliance with health reform, COBRA, and cafeteria plan rules.
- Advise clients on modification of retiree medical plan benefits and transition to plan designs with private exchanges and HRAs.
Mergers and Acquisitions
- Advise clients on employee benefit matters arising from acquisitions of other companies, including qualified plan mergers.
- Advise in all aspects of transactions, including due diligence review, drafting purchase agreements, retention agreements, severance arrangements, and post-closing integration.
Non-Qualified Plans, Equity Plans, and Severance Plans
- Advise clients on and draft deferred compensation plans, employment and retention agreements, and bonus plans, including compliance with Sections 409A of the Internal Revenue Code.
- Advise clients on and draft stock options, restricted stock, and other equity-based arrangements for public and private companies.
- Advise clients on and draft severance arrangements, including individual severance agreements, broad-based employee plans, and executive “top-hat” plans.
February 17, 2021
PALO ALTO—Covington advised Standard Cognition, which provides an autonomous checkout solution that can be quickly and easily installed in retailers’ existing stores, on its $150 million Series C funding led by SoftBank Vision Fund 2 with participation from existing investors CRV, EQT Ventures, and TI Platform Management, as well as new investors SK Networks, ...
November 23, 2020, Inside Compensation
Employers that have employees residing in California are now required by AB 1554 to provide notification in two different forms to employees about deadlines for withdrawing funds from flexible spending accounts (“FSAs”). One of the forms of notification may be electronic. Examples of permissible notification forms include: e-mail, telephone, text message, ...
November 18, 2020
PALO ALTO—Covington advised Flyreel, which offers insurance-specific AI for commercial and residential property insurance providers, in a $10 million Series A financing led by IA Capital Group. Flyreel’s powerful AI mobile app, Property AI Assistant, guides policyholders through contact-free and fully-automated self-inspections. As policyholders scan their ...
July 28, 2020, Inside Compensation
The extent to which a participant in a tax-qualified defined benefit plan has standing to sue the plan’s fiduciaries for mismanagement of plan assets has long been unclear. The argument against standing is that the participant has not suffered any injury because the participant would receive the same benefit from the plan regardless of the...… Continue Reading
July 20, 2020, Inside Compensation
On May 27, 2020, the Department of Labor (“DOL” or “Department”) published a final rule providing an alternative safe harbor for furnishing ERISA pension plan disclosures electronically on a website or via email. We previously blogged about the proposed rule here. This post provides an overview of the final rule and highlights some key changes...… Continue ...
March 13, 2020, Inside Compensation
Consider a situation in which a former employee alleges that he or she did not receive a COBRA election notice. That’s the notice that must be provided to group health plan participants when they lose coverage as a result of certain events, including termination of employment, and that gives the participants information regarding their rights...… Continue Reading
December 5, 2019, Inside Compensation
Many lawsuits against employer group health plans hinge on the enforceability of the plan’s anti-assignment provision. ERISA does not give providers the right to sue for plan benefits. A provider’s lawsuit must be derived from the participant’s right to plan benefits. In other words, the participant must assign his or her right to the provider....… Continue ...
December 6, 2018, Inside Compensation
On November 14, 2018, the Department of the Treasury and the Internal Revenue Service issued proposed regulations updating the 401(k) plan regulations for hardship distributions from section 401(k) plans. In particular, these proposed amendments reflect statutory changes including recent changes made by the Bipartisan Budget Act of 2018. Plan sponsors of ...
May 8, 2018, Inside Compensation
Taxpayers may treat the $6,900 original annual contribution limit for family coverage to health savings accounts (“HSAs”) as the limit for 2018, according to IRS guidance released on April 26, 2018 (press release; IRS Rev. Proc. 2018-27). Employers that took steps to comply with the reduced limit may need to take action. As discussed in...… Continue Reading
April 6, 2018, Inside Compensation
Changes to cost of living adjustments for health savings accounts (“HSAs”) by the Tax Cuts & Jobs Act of 2017 (the “Act”) caused a $50 decrease in the contribution limit for family coverage to HSAs for 2018. The limit was reduced from $6,900 to $6,850 (original limit here; revised limit here). This affects only 2018...… Continue Reading
July 14, 2015, Inside Compensation
The IRS has provided interim guidance in Notice 2015-43 on the application of certain provisions of the Affordable Care Act to expatriate health insurance issuers, expatriate health plans, and employers in their capacity as sponsors of expatriate health plans. The interim guidance is effective for policies that are issued or renewed on or after July...… ...
December 3, 2013, Inside Compensation
The Obama administration recently issued final regulations implementing the Paul Wellstone and Pete Domenici Mental Health Parity and Addition Equity Act of 2008 (the “MHPAEA”). The regulations implement the MHPAEA’s prohibition against imposing limits on mental health and substance use disorder benefits that are more restrictive than the limits on medical and ...
11/07/2013
WASHINGTON, DC, November 7, 2013 — Salix Pharmaceuticals, Ltd., and Santarus, Inc. announced today that the companies have entered into a merger agreement where Salix will acquire all of the outstanding stock of Santarus for $32 in cash per share, for a total value of approximately $2.6 billion. Covington & Burling LLP is advising Salix on both the acquisition ...
October 22, 2012
WASHINGTON, DC, October 22, 2012 — Covington & Burling served as ERISA counsel to Verizon Communications Inc. on its transfer of $7.5 billion in pension liabilities to The Prudential Insurance Company of America. Many sponsors of defined benefit plans, especially frozen plans, are considering ways to “de-risk” by reducing or eliminating the volatility ...
4/23/2012
NEW YORK, April 23, 2012 — Covington & Burling represented Thomson Reuters in a definitive agreement to sell its Healthcare business to an affiliate of Veritas Capital for $1.25 billion in cash. The sale, expected to close in the next few months, is subject to regulatory approval and customary closing conditions, including the expiration or termination of ...
February 22, 2011
NEW YORK, February 22, 2011 — Forest Laboratories, Inc. (NYSE: FRX) and Clinical Data, Inc. (NASDAQ: CLDA) announced today that they have entered into a merger agreement pursuant to which Forest will acquire Clinical Data, a specialty pharmaceutical company focused on the development of first-in-class and best-in-category therapeutics. Covington & Burling LLP ...
Covington Advises Atlas Pipeline Holdings L.P. in Acquisition of Upstream Oil & Gas Assets from Atlas Energy, Inc.
November 9, 2010
NEW YORK, November 9, 2010 — Atlas Pipeline Holdings L.P. and Atlas Energy, Inc. announced today that they have entered into an agreement for Atlas Holdings to acquire from its parent, Atlas Energy, all of Atlas Energy’s partnership management business and certain producing oil & gas assets for total consideration of $250 million, consisting of $220 million in ...