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William Woolston
William H. Woolston
Partner
Washington +1 202 662 5844 wwoolston@cov.com Download V-card

William Woolston is a partner in the firm’s Washington office.  His practice focuses on all aspects of employee benefits and executive compensation for companies in a variety of industries, including manufacturing, specialty chemicals, advertising and public relations, telecommunications, software design, and consulting.

Qualified Retirement Plans

  • Conducted full-scale operational and administrative reviews of the qualified defined benefit and defined contribution plans of multiple Fortune 100 companies. These reviews involved coordination between the plan sponsors’ human resources and legal departments, outside actuaries, trustees, and third-party plan recordkeepers.
  • Successfully represented several Fortune 500 companies before the Internal Revenue Service to correct significant operational and administrative errors in qualified defined benefit and defined contribution plans. 
  • Advised a Fortune 500 company on human resources and employee benefits integration matters resulting from a multi-billion dollar acquisition involving 17,000 transferred employees.
  • Assisted a large petroleum company with its conversion of a traditional defined benefit plan to a hybrid cash balance plan.
  • Helped a major manufacturer (50,000+ employees) develop protocols for providing retirement benefits under multiple defined benefit plans to employees who are rehired or transferred within the employer’s controlled group.
  • Successfully obtained favorable IRS determination letters for various types of qualified retirement plans, including hybrid defined benefit plans.
  • Drafted summary plan descriptions, summaries of material modifications, benefit commencement packages, and enrollment packages for hybrid defined benefit plans, traditional defined benefit plans, and profit-sharing plans. 
  • Developed detailed, multi-plan claims procedures and protocols for the human resources staff of a large manufacturer.
  • Advised multiple clients on complicated nondiscrimination testing questions under the qualified separate line of business rules, fresh-start rules, and cross-testing rules.
  • Advised professional partnerships on design and implementation of effective tax-qualified retirement plans for partners.
     

ERISA Fiduciary Duties
 
 

  • Advised a Fortune 100 company on fees and expenses related to investment options in its defined contribution plan.
  • Advised a US financial services company on prohibited transaction issues related to investment management services provided to a qualified retirement plan by a subsidiary company.
  • Surveyed and benchmarked major US companies to determine how they allocate fiduciary duties in 401(k) plans.
  • Advised plan fiduciaries on the appropriate resolution of claims for benefits by employees, former employees, and retirees.

Executive Compensation and Employment Agreements
   

  • Drafted non-qualified deferred compensation and equity compensation plans for many private, small-cap, and mid-cap companies.
  • Counseled a professional sports league regarding compliance of its non-qualified deferred compensation payment arrangements with Section 409A of the Internal Revenue Code.
  • Developed model independent contractor and consulting agreements, and a comprehensive protocol for rehiring retired employees, for a major defense manufacturer.
  • Drafted proxy summaries and prospectuses for equity compensation arrangements for in-house executives and non-employee directors of a Fortune 500 company.
  • Drafted separation agreements, releases of claims, and severance plans for departing executives and employees of various client companies.

Mergers and Acquisitions
   

  • Advised Bristol-Myers Squibb Company on employee benefits and executive compensation matters in its 2011 acquisition of Amira Pharmaceuticals, Inc.
  • Advised Energy Conversion Devices, Inc. on employee benefits and executive compensation matters in its 2009 acquisition of Solar Integrated Technologies, Inc.
  • Advised Abbott Vascular on employee benefits and executive compensation matters in its 2009 acquisition of Evalve, Inc.

ERISA Litigation
  
 

  • Assisted a Fortune 100 company in civil ERISA fiduciary litigation regarding 401(k) plan investments in the plan sponsor’s company stock.
  • Assisted a client in implementing and carrying out its obligations under a $100 million-plus settlement of an ERISA class action related to its defined benefit plan.

Previous Experience

  • Account Executive at a large, international insurance brokerage.
  • Finance Manager at a mid-size transportation company.