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Employee Benefits

With our workplaces in the midst of profound structural and cultural changes, when it comes to attracting and retaining talented employees, benefits and compensation have more currency than ever. As one of the largest Employee Benefits law practices in Michigan, we offer a team who has seen it all before and has up-to-the-minute expertise – including in such highly specialized areas as ESOPs and pensions. Whether you are a Fortune 100 company, small or family-owned business, nonprofit, government entity or service provider, and wherever you are in the country, we can help you design, develop, manage and maintain retirement plans, health and welfare plans, and executive compensation programs that will keep you both compliant and competitive. And we promise that we will do so in a cost-effective, fee-flexible way.

We Do It All – For Employers

First and foremost, all our employee benefits attorneys focus entirely on benefits issues – it is what we do all day, every day. We are not part-time tax or employment lawyers who carve out time to handle benefits matters. Our clients believe this is an important Warner distinction.

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Strengths Snapshot

  • Retirement plans
  • Employee benefits litigation
  • Pensions
  • Fiduciary governance
  • Tax qualified plans
  • Non-qualified plans
  • Deferred compensation
  • 409A
  • Executive compensation
  • ESOPs
  • Nonprofit and government benefit plans
  • Health and welfare benefit work
  • Privacy and cybersecurity
  • Multi-employer benefit plans
  • Withdrawal liability
  • De-risking
  • Pension termination
  • Health Care Reform Act

Employee Benefits Litigation

A good employee benefits litigator rarely sees the courtroom. But when litigation appears unavoidable, we have the experience to be successful.

Our Employee Benefits attorneys work with employers to establish appropriate claims procedures and appeals processes before problems occur. In the rare instance when a problem cannot be resolved through the internal process, we can help evaluate the claim and develop possible resolutions tailored to the specific situation – and if required, defend in court.

We are well-versed in employee benefits disputes, including claims for benefits under ERISA plans, third-party administration disputes, professional negligence, breach of fiduciary duty claims and termination of retiree benefits.

Employers, third-party administrators, and investment advisors and other fiduciaries are among our clients. We also have an insurance litigation group with many years of experience representing policyholders.


As a firm, Warner has established more employee stock ownership plans (ESOPs) than any other law firm in Michigan. Whether an ESOP is used to purchase stock owned by existing shareholders on a tax-deferred or tax-free basis, or to raise capital for the corporation, we can guide you through the maze of legal requirements and practical concerns.

An ESOP is a qualified retirement plan, similar to other defined contribution plans. Instead of diversifying plan investments, however, it invests primarily – often exclusively – in stock of the employer. An ESOP also can borrow funds to purchase employer stock.

The advantages include:

  • Selling shareholders may be able to defer or avoid paying capital gains tax on the proceeds of the sale
  • Selling shareholders gain liquidity without selling to a competitor or getting out of the business altogether
  • S Corporations can use an ESOP to avoid some or all federal and state income tax
  • Employees become beneficial owners of their company, which is a great motivational tool, and receive a tax-deferred retirement benefit
  • Preservation of jobs – ESOP companies rarely outsource jobs

These articles provide additional information on the benefits of ESOPs:

Executive Compensation

Our executive compensation attorneys design, draft and implement stock-based and non-stock executive compensation arrangements.

The expertise of our attorneys includes nonqualified deferred compensation plans for the private sector, including the use of rabbi trusts and other informal funding arrangements; tax-exempt and governmental Section 457 plans; restricted stock unit, phantom stock and stock appreciation rights plans; stock bonus, stock option and restricted stock arrangements; other types of incentive compensation arrangements; as well as employment and severance agreements that incentivize and protect the executive.

Of course, many executive compensation plans are subject to federal rules of compliance. We are experienced with the IRS, DOL and SEC implications of each type of executive compensation arrangement, including IRS private letter ruling and SEC registration and reporting compliance.

Health Care Reform

Warner Norcross + Judd attorneys are prepared to help employers, health care providers, insurers, pharmaceutical manufacturers, biotechnology companies and others effectively manage the substantial legal changes they face in the health care realm.

The attorneys in our Health Care Reform Task Force have up-to-date information on the Patient Protection and Affordable Care Act because our law firm has an ear toward the federal agencies issuing the guidelines and regulations. Our attorneys have analyzed the ins and outs of the complex package of bills, have written legal bulletins and articles and have hosted seminars and webinars on the legal implications of health care reform. We are ready to help you move forward with confidence.

Our Employee Benefits and Labor attorneys have expertise in the following areas:

  • Grandfathered plans
  • Health insurance tax credits
  • Long-term care insurance
  • Health plan exchanges
  • Consumer-driven health plans

Our Health Law attorneys have expertise in the following areas:

  • Changes in Medicare and Medicaid reimbursement rules
  • Stricter fraud and abuse enforcement, including new rules for required Medicare refunds and expansion of “false claims” liability exposure
  • Medicare reward opportunities through Accountable Care Organizations
  • Disclosure requirements related to payments to hospitals or physicians participating in medical trials
  • New transparency and compliance rules for nursing homes and other post-acute facilities


The team of HIPAA attorneys at Warner includes employee benefits, health law and privacy law specialists. We focus on assisting health care providers, insurers and employer-sponsored health plans in complying with HIPAA’s privacy and security regulations in a timely, cost-effective and sensible manner.

Our services include the following:

  • Developing and updating HIPAA privacy and security policies and procedures
  • Responding to security breaches and complying with HIPAA and state law notification obligations
  • Training workforce members on HIPAA privacy and security policies and procedures
  • Responding to requests for access, amendment, accounting and alternative communications
  • Responding to complaints and Department of Health & Human Services investigations
  • Responding to subpoenas and other third-party requests for access to health records
  • Implementing changes required under the HITECH amendments to HIPAA
  • Negotiating business associate agreements with contractors and third-party administrators

Honors & Awards

“They are among the very best in Michigan. They offer good expertise and value.”

“They are very professional and service oriented.”

  • Justin W. Stemple was recognized by MiBiz as the 2023 Dealmaker of the Year for the work he did on 28 ESOP M&A transactions.
  • Best Lawyers in America has recognized the following Warner Employee Benefits attorneys in 2023: Anthony J. Kolenic Jr., Norbert F. Kugele, Mary Jo Larson, Heidi A. Lyon, Justin W. Stemple and Lisa B. Zimmer.
    • Norbert F. Kugele named Grand Rapids Employee Benefits Lawyer of the Year.
    • Lisa B. Zimmer named Detroit Employee Benefits Lawyer of the Year.
  • DBusiness named the following Warner Employee Benefits attorneys Top Lawyers in 2023: Mary Jo Larson, Jennifer A. Watkins and Lisa B. Zimmer.
  • Chambers USA recognized Warner Norcross + Judd as a leading law firm in 2022, for the twentieth year in a row, and announced Anthony J. Kolenic Jr., Mary Jo Larson, Heidi A. Lyon, Justin W. Stemple and Lisa B. Zimmer from the Employee Benefits Practice Group as “Leaders in the Field.”
  • Super Lawyers named the following Employee Benefits Warner attorneys “Super Lawyers in 2022”: Mary Jo Larson and Lisa B. Zimmer.


Retirement and Savings Plans: Our attorneys help navigate the Internal Revenue Code (IRC) and ERISA in retirement plan design, negotiation of service provider agreements, fiduciary issues, governance and best practices for your retirement plans. We will work with you to draft and maintain a retirement plan specific to your needs:
  • 401(k)
  • 457(b), 457(f) and 403(b) plans
  • Profit-sharing plans
  • Defined benefit plans (including cash balance plans)
  • Stock bonus plans
  • Employee Stock Ownership Plans (ESOPs)
  • Government plans

ESOPS: The Warner Norcross ESOP practice began over 40 years ago and we have established more ESOPs than any other law firm in Michigan. Our practice includes initial consultation and education about ESOPs as a potential ownership transition strategy, helping structure an ESOP transaction, representing a company or an ESOP trustee through implementation of an ESOP and continued maintenance of the ESOP program after implementation. Let us help you with your current ESOP or begin the conversation.

Executive Compensation: Our team designs, drafts and implements executive compensation arrangements with the understanding of each type of arrangement, including SEC and IRC Section 409A compliance.

Health and Welfare Plans: We help manage and comply with the numerous laws that apply to health and welfare plans:

  • ACA
  • FMLA
  • GINA
  • IRC

HIPAA: We develop HIPAA policies, train employees on privacy and security policies and respond to breaches, complaints and subpoenas. We handle requests for access to health records and negotiate agreements with third-party administrators and contractors on behalf of our clients.

Affordable Care Act: Although the Affordable Care Act (ACA) was intended to make health insurance more accessible for a majority of the U.S. population, it imposes numerous and often complex requirements on employers. We help employers comply and avoid severe penalties associated with all aspects of the ACA, including coverage mandates, employer responsibility rules and reporting and disclosure obligations.


The key to a successful client-attorney relationship is meeting and exceeding expectations and providing real value. One way we offer value is through a value-pricing system not based on billable hours, but on an agreement in advance of services rendered. Each agreement is client‑specific to the scope, price, payment terms and timing of services.

Advantages of the Value Pricing Model

Cost Control:

  • Predictable legal costs that can be budgeted
  • Upfront decisions on legal services desired and their price
  • 100% service guarantee as an option
  • Freedom to exit the agreement at any time

Value Drivers:

  • Emphasis on value achieved rather than time spent
  • Regular and structured communication to ensure we are providing the value you seek
  • Customization of services
  • Focus on effectiveness

Aligned Incentives to:

  • Effectively manage the relationship and projects
  • Exceed service expectations
  • Focus on outcomes
  • Understand and further your business goals
  • Create a culture of continuous improvement
  • Invest in a long-term trust relationship

Ease of Administration:

  • No monthly time entries to review
  • Simple, plain English monthly invoice