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

Will Woolston helps employers solve tough employee benefits and executive compensation problems. Mr. Woolston is a partner in the firm’s Washington office whose practice focuses on all aspects of employee benefits and executive compensation for companies in a variety of industries, including specialty chemicals and performance materials, defense and aerospace, gaming and entertainment, water technologies, sports, and telecommunications. Mr. Woolston advises enterprises of all sizes, from large Fortune 50 multinationals to start-ups and private equity portfolio companies.

Mr. Woolston offers a practical approach to employers facing challenging decisions and transactions that impact their officers, executives, employees, and retirees. His approach and perspective developed over many years of close, day-to-day relationships with counsel and staff at major multinationals. In addition, Mr. Woolston offers an insider's view and appreciation of the challenges facing in-house counsel, having once served as seconded corporate counsel to one of the largest U.S. defense contractors.

Although best described as a generalist in the employee benefits and executive compensation space, Mr. Woolston’s practice focuses significantly on the following areas:

  • Tax-qualified retirement plans, with a particular emphasis on “hybrid” defined benefit plans like cash balance and pension equity plans
  • Domestic U.S. and global equity incentive programs.
  • Non-qualified deferred compensation plans subject to Section 409A of the Internal Revenue Code.
  • Executive employment agreements, retention and bonus agreements, and other similar incentives
  • Mergers and acquisitions
  • Post-closing employee benefits, executive compensation, and human resources integration

Qualified Retirement Plans

  • Advised many clients and plan administrators on day-to-day operations, claim and benefit administration, plan interpretation, plan investments, governance, and other matters.
  • Successfully represented a Fortune 100 company before the Internal Revenue Service to correct a series of related operational and administrative errors affecting multiple defined benefit plans and involving thousands of affected retirees.
  • Successfully resolved without penalty a large-team IRS audit of a Fortune 50 company’s $15 billion hybrid defined benefit plan.
  • Successfully resolved without penalty a Department of Labor investigation of a Fortune 50 company’s $3 billion hybrid defined benefit plan.
  • Assisted a large petroleum company with its conversion of a traditional defined benefit plan to a hybrid cash balance plan.
  • Represented a Fortune 50 company in several large pension de-risking transactions, including annuity purchases and lump sum windows.
  • Successfully negotiated an agreement with the Pension Benefit Guaranty Corporation allowing a substantial employer of a multiple employer pension plan to withdraw from the plan without withdrawal liability or the posting of a bond.
  • Advised professional partnerships on design and implementation of effective tax-qualified retirement plans for partners.

Equity Incentives and Global Equity Compliance

  • Developed equity incentive plans for Fortune 100 companies and private equity portfolio companies.
  • Drafted proxy summaries and prospectuses for equity compensation arrangements for in-house executives and non-employee directors of several Fortune 500 companies.
  • Advise Fortune 50 companies on global compliance for their executive and employee equity plans.
  • Developed tax-qualified U.S. employee stock purchase plans for public companies.
  • Advised a large multinational on global equity matters arising from a merger affecting employee populations in more than 50 countries.

Executive Compensation and Employment Agreements

  • Drafted non-qualified deferred 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 separation agreements, releases of claims, and severance plans for departing executives and employees of many companies.

Mergers and Acquisitions

  • In 2016, advised The Dow Chemical Company on employee benefits and executive compensation integration matters arising with respect to Dow’s acquisition of Corning, Inc.’s interest in the Dow Corning Corporation joint venture.
  • In 2016, advised Pepco Holdings, Inc. on employee benefits and executive compensation matters related to its $6.83 billion acquisition by Exelon Corporation.
  • In 2015, advised The Dow Chemical Company on employee benefits and executive compensation matters related to the $6 billion reverse Morris Trust spin-off of its chlorine alkali and downstream derivatives business to Olin Corporation.
  • In 2015, advised Graham Holdings Company on employee benefits and executive compensation matters in its acquisition of electrical component manufacturer Group Dekko.
  • In 2014, advised Aristocrat Leisure Limited on employee benefits and executive compensation matters in its $1.28 billion acquisition of Video Gaming Technologies, Inc.

ERISA Fiduciary Duties

  • Advised a Fortune 100 company on fees and expenses related to investment options in its defined contribution plan.
  • Advised a U.S. 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 U.S. 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.

ERISA Litigation

  • Represented a Fortune 50 company’s defined benefit plan in ERISA litigation involving a participant’s claim for benefits.
  • 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.
  • Washington DC Super Lawyers, Employee Benefits Rising Star (2016-2017)