San creatively resolves his clients’ challenging executive compensation and employee benefits issues. His practice often involves navigating the complex executive compensation rules peppered throughout the tax code in Sections 409A and 280G among many others, ERISA’s rules governing employee benefit plans, its fiduciary rules and its plan assets regulations, the Affordable Care Act, and COBRA. His ability to think flexibly within these regulatory frameworks enables him to develop solutions that others often overlook and he proactively negotiates for these solutions to protect his clients’ interests.
While advising the firm’s corporate clients on a broad array of executive compensation, equity compensation, and employee benefits matters in connection with corporate mergers, reorganizations, spin-offs, and other significant corporate transactions, San has advocated for his clients’ interests by:
- Resolving several Section 409A issues in a non-compliant deferred compensation plan using the Section 409A proposed income inclusion regulations;
- Coordinating a “reasonable compensation” analysis under Section 280G to preserve the deductibility of a client’s change-in-control payments to its executives and to avoid excise taxes applicable to those executives;
- Analyzing post-closing equity compensation promises in purchase agreements to ensure compliance with Sections 409A and/or 280G; and
- Preparing or amending any employee benefits plan documents that are identified as issues during due diligence.
When not working on corporate transactions, San assists his clients with their compensation arrangements and employee benefits plans by:
- Designing compensation arrangements in the form of employment agreements and equity compensation/bonus plans that avoid negative tax consequences under Section 409A;
- Correcting fiduciary breaches and compliance issues in qualified plans (including 401(k), 403(b), 457(b) and (f), and ESOP) by utilizing various IRS and DOL correction procedures; and
- Appealing Employer Shared Responsibility penalty assessments under the ACA.
San developed his creative problem-solving skills while earning his B.A. in Economics and International Relations at Boston University and while earning his J.D. from Seton Hall University School of Law. Since graduating law school, San has had a varied executive compensation and employee benefits practice. Prior to joining the firm, San worked as a compensation and benefits consultant for Deloitte Tax LLP in its New York office, and as an associate in the Executive Compensation and Employee Benefits group at Norris McLaughlin & Marcus, P.A. in its New Jersey office. More recently, San refined his ERISA skills as an associate in the Executive Compensation and Employee Benefits Practice at Simpson Thacher & Bartlett LLP in its New York office.
San is licensed to practice law in North Carolina, New York, and New Jersey.
San is a member of the Board of Directors of the Me Fine Foundation, a local non-profit organization that aims to provide hope through emotional support and financial assistance to families whose children are receiving care at North Carolina partner hospitals.
- Advised international waste management company on various employee benefit and executive compensation issues in connection with $1.3 billion acquisition of a waste collection, recycling, and disposal business.
- Identified and resolved executive compensation issue under Code Section 409A as seller’s counsel for a company engaged in a corporate transaction.
- Advised several life sciences companies in designing employee retention and compensation programs, including through equity and phantom equity arrangements.
- Represented publicly traded company in executive compensation negotiations in connection with employment of new chief operating officer.
- Assisted publicly traded bank holding company with respect to SEC compensation disclosures for certain named executives.
- Represented a health system in the successful abatement of a proposed multi-million dollar employer shared responsibility assessment under the Affordable Care Act.
- Assisted several companies in preserving the tax-qualified status of their 401(k) plans by applying to the IRS for approval of plan document and operational failure corrections.
- Represented non-profit company in review and redesign of its qualified and nonqualified employee benefits programs.
- Represented private equity firm on ERISA plan asset considerations in connection with multiple investment transactions in portfolio entities located in the U.S. and worldwide.