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On Demand Audio

What In-House Attorneys Overseeing Employee Benefits Matters Should Know

(707 reviews)

Produced on July 29, 2014

Taught by

Course Information

Time 95 minutes
Difficulty Intermediate

Course Description

Employer-sponsored benefit plans and compensation programs are governed by a myriad of laws, including the Employee Retirement Income Security Act (ERISA), the Internal Revenue Code (Code), and the Affordable Care Act, just to name a few.  In this program, Epstein Becker Green partner, Michelle Capezza, explores various employer-sponsored programs and provides an overview of many issues that in-house attorneys should be familiar with in order to maintain compliance. This program serves as a broad introduction to employee benefits.


Ms. Capezza begins this program with a brief overview of retirement plans, health and welfare plans, deferred compensation arrangements, and related trends in these areas. Next, the program addresses fiduciary responsibilities under ERISA for applicable programs and best practices. Ms. Capezza comments on several plan correction programs that are available and when they should be explored.  Ms. Capezza also addresses common issues that arise in employment and severance arrangements, including with regard to Section 409A of the Code. Finally, Ms. Capezza addresses diligence issues in corporate transactions. Join Lawline and Ms. Capezza for this comprehensive overview of employer-sponsored benefit plans and compensation arrangements and the key issues with which in-house professionals should be familiar.


Learning Objectives:

I.     Understand the different types of employer-sponsored benefit programs and compensation arrangements

II.    Develop best practices related to fiduciary responsibilities

III.   Identify plan compliance issues and implement timely correction of errors

IV.   Create compensation arrangements that comply with Section 409A of the Code 

V.    Address benefits issues in corporate transactions



Credit Information

This course is pre-approved for CLE credit in the following states. If your state is not listed, contact support for more information on how to receive credit


Michelle Capezza

Epstein Becker Green

MICHELLE CAPEZZA is a Member of Epstein Becker Green in the Employee Benefits and Health Care and Life Sciences practices, and co-leads the Technology, Media, and Telecommunications strategic industry group. She practices law in the areas of ERISA, employee benefits, and executive compensation. Ms. Capezza has more than 17 years of experience representing a range of clients in these types of matters, from Fortune 500 companies and multinational corporations to non-profit entities, medium-sized businesses, and individual executives, across various industries including financial services, health care, technology, media, telecommunications, hospitality, and retail.


Ms. Capezza was recommended for her work in employee benefits and executive compensation on a national level in the 2013 edition of The Legal 500 United States. Ms. Capezza received the 2012 Excellence in Achievement Award from the Peter W. Rodino, Jr. Society at Seton Hall University School of Law, for her commitment to excellence and compassionate service in the field of law. In 2011, Ms. Capezza was named a "Rising Star" by New York Super Lawyers - Metro Edition, and in 2009, she was named a "Rising Star" by New Jersey Super Lawyers magazine for her work in Employee Benefits/ERISA. Ms. Capezza has also been recognized in Marquis Who's Who in America, American Law, and Emerging Leaders.


Often partnering with clients' in-house attorneys, human resource professionals, and benefit plan service providers, Ms. Capezza counsels clients with respect to all aspects of employee benefits law, including:


  • Design, administration and compliance of: qualified plans (such as 401(k), profit-sharing and pension plans), nonqualified deferred compensation arrangements (including SERPs), employee welfare benefit plans (including group health plans and cafeteria plans), and equity/incentive compensation programs (such as stock option, restricted stock, phantom stock, and executive bonus programs)
  • Employee benefits issues that arise in connection with merger and acquisition and joint venture transactions (including treatment of equity awards, change-in-control and golden parachute issues, plan terminations, severance, COBRA, multi-employer plan withdrawal liability, and PBGC issues)
  • Review and negotiation of employment, severance, and release agreements, and various types of vendor, trust, and service provider agreements
  • Fiduciary responsibility issues under ERISA (including providing advice on governance and development of best practices to plan sponsors, trustees, and Investment and Administrative Committees)
  • Compliance with ERISA and the Internal Revenue Code (including Sections 409A, 280G, and 162(m)) and other laws affecting employee benefit plans
  • Representation of clients before the Department of Labor, Internal Revenue Service, and other government agencies (including with regard to the DOL Voluntary Fiduciary Correction Program and the IRS Employee Plans Compliance Resolution System)
  • Ms. Capezza also is a member of the Technology Team at Epstein Becker Green. The Technology Team counsels both public and private technology-based companies through a multidisciplinary approach that provides clients with comprehensive legal services, across a broad spectrum of specialties. By combining their individual areas of experience and understanding their clients' technology-based businesses, the members of the Technology Team can tailor the level of legal services to the particular needs of their clients in a cost efficient manner. As a member of the Technology Team, Ms. Capezza counsels clients on a wide range of employee benefits and executive compensation matters, including various forms of incentive compensation and benefits for the workforce of technology-based companies. She contributes to and serves as chief editor of the Technology Company Counselor blog, which provides insight and commentary on legal issues facing today's technology companies. Ms. Capezza is also a member of the New Jersey Technology Council and an NJTC Technology Ambassador.


Prior to joining the firm, Ms. Capezza practiced employee benefits law in both New York and New Jersey with prominent law firms ranked in The Am Law 100 and 200. She also served as corporate in-house counsel to financial institutions with businesses in the retirement plan and equity award plan recordkeeping industry. Earlier in her career, Ms. Capezza served as a judicial law clerk in the Superior Court of New Jersey (Civil Part) and worked on Wall Street in the brokerage industry in the area of corporate services and retirement product development. Her combination of law firm, corporate in-house legal, and business experience allows her to provide clients with understandable, practical advice with regard to technical issues, in order to attain their business goals.


In addition to her work at the firm, Ms. Capezza is an adjunct faculty member of the Seton Hall University School of Law, where she teaches a course in Corporate Transactional skills (a practical skills course designed to prepare law students for transactional practice following graduation). In addition, Ms. Capezza is Vice President of the Board of Trustees of The First American Inn of Transactional Counsel (American Inns of Court), an organization devoted to promoting professionalism, civility, ethics, and excellent legal skills at the American bench and bar. She is also a frequent national speaker on a variety of employee benefits and executive compensation topics including health reform, financial regulatory reform, fiduciary issues under ERISA, and overall trends in these and other areas. She has published numerous articles in various publications such as The Employee Benefit Plan Review, The BNA Health Insurance Report, The BNA Pension & Benefits Reporter, The BNA Health Law Reporter, The Metropolitan Corporate Counsel, and TechNews.


Ms. Capezza's personal interests are vast and varied in the areas of music, the arts, and travel. She is also an honorary crew member of her husband's modular-powered Mustang drag racing team.



  • J.D., Seton Hall University School of Law, Member and Assistant Notes and Comments Editor, Seton Hall Law Review, and Jessup International Moot Court Team, 1996
  • B.A., Rutgers University, with High Honors & Phi Beta Kappa, 1993



  • New Jersey
  • New York


James F.

good survey of a very broad topic

Jeffrey S.

Well done.

Andrea G.

Excellent speaker.

Richard R.

Very good high level summary of HR issues

Christoper M.

the course was great!

Tom D.

Well organized. Provided a useful overview.

Susan F.

Lots of information to cover. Could have used more time but I great introduction to a variety of very complex areas.

Leslie W.

Terrific overview of this complex area of law.

Patricia F.

Very interesting. Ms. Capezza is very knowledgable and relayed the information in a non-legalese manner so it was easy to understand and implement.

Robert S.

Excellent overview.

Mariam C.

Enjoyed the in-depth information provided, especially the origins of employee benefits and the mitigation techniques.

John C.

This was a terrific course - the content was on point, the instructor was knowledgeable and did a very good job in delivering the material

Robert C.

Nice job. Very good speaker.

Melissa B.

Speaker very knowledgeable, and provided great issue spotting guidelines for benefits matters.

Mary T.

Another excellent presentation.

Gary B.

Effective presentation of a lot of information in a short period of time.

Erik G.

Interesting and current material that was very helpful.

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