Spencer F. Walters

Spencer's practice covers all aspects of employee benefits and executive compensation law, including the development and maintenance of qualified and nonqualified plans; plan compliance with the Code, ERISA, and Affordable Care Act; the treatment of employee benefits plans in connection with corporate mergers and acquisitions; and executive employment agreements and compensation arrangements, including Code section 409A. Spencer enjoys working with in-house counsel, tax and payroll personnel, and human resources professionals to attend to day-to-day administrative challenges and respond to new challenges. Spencer also actively engages in the federal rulemaking process, offering key comments to proposed regulations including under Section 162(m) and Section 7508A.

Practice Areas

Education

University of Michigan Law School, 2010, J.D., cum laude

Haverford College, 2005, B.A.

Bar & Court Admissions

District of Columbia

Pennsylvania

Honors & Awards

Best Lawyers in America 2024 - present

Super Lawyers 2024

Representative Matters

• Lead benefits and executive compensation attorney for merger and acquisition activity including stock and asset purchases and sales, as well as corporate spin-offs.
• Design and draft employment retention agreements and bonus plan including non-compete agreements to retain talent in connection with client’s acquisition of technology start-up.
• Redesign equity award plan and redraft award agreements to ensure compliance with Code section 409A and securities laws, and to incorporate best practices.
• Manage implementation of pension de-risking initiatives and savings plan re-designs, including drafting plan documents and formal plan amendments, disclosures, and participant communications.
• Manage DOL audit of health plan’s compliance with the Affordable Care Act.
• Investigate compliance concern with retirement plan distributions, develop strategy for correction, and obtain IRS approval of proposal through EPCRS.
• Correct operational and documentation errors under EPCRS, DFVCP, VFCP, and 409A corrections guidance.

• Advise clients on general HIPAA compliance issues, specifically including updates to comply with the HI-TECH amendments to HIPAA, as well as mitigation and notification obligations in connection with data security breaches.