Counsel at Thompson Hine LLP

As counsel in the Employee Benefits & Executive Compensation practice, Leah advises a broad range of clients on all aspects of employee benefits and executive compensation plans, including their design, implementation, maintenance, correction and termination, as well as ongoing compliance with applicable laws such as ERISA, the Internal Revenue Code, PBGC, HIPAA, COBRA, GINA and the Affordable Care Act.

Leah provides practical business guidance to clients on the design, implementation, and operation of defined benefit, defined contribution, profit-sharing, cash balance, ESOP, 401(a), 401(k), 403(b), 457 and nonqualified deferred compensation plans. She advises on pension plan funding, withdrawal issues for multiemployer plans, de-risking of pension plans, and other retirement plan compliance issues triggered by business reorganizations, plan funding, bankruptcy and reductions-in-force. She counsels clients on compliance issues, including government audits of benefit plans, submissions to the Internal Revenue Service regarding a variety of operational and plan document failures, and submissions to the Department of Labor for fiduciary compliance matters. Leah also provides advice on investments under Title I of ERISA that impact fiduciary obligations and relate to exempt and non-exempt prohibited transactions.

In addition, Leah advises buyers and sellers on benefit plan issues in corporate transactions such as mergers and acquisitions, stock purchases and asset purchases, including controlled group and affiliated service group issues, impacted benefits, plan consolidations, plan terminations and plan asset transfers.

Leah also guides public and private companies on executive compensation issues under Sections 409A, 162(m) and 280G of the Internal Revenue Code, including performance pay awards, change-in-control agreements, severance plans, equity plans, incentive plans and employment agreements.


  • Representing many large public companies, private employers and private equity funds in corporate mergers and acquisitions, including plan spinoffs, plan mergers, transfers of assets and liabilities, and plan terminations.
  • Advising clients in transactions involving employee stock ownership plans (ESOPs) from formation, acquisition, succession planning, rebalancing, and liquidity events.
  • Representing numerous employers in negotiations with the IRS and Department of Labor audits.
  • Providing advice to ERISA-governed plan investment and administrative committees, including counsel regarding fiduciary duties under ERISA and negotiation of fee arrangements with outside vendors such as administrative services agreements, investment advisory agreements, and investment management agreements.
  • Representing tax-exempt organizations in regard to unique issues under 403(b) plans, 457 plans, and non-ERISA governmental plans.
  • Representing numerous employers to ensure their health and welfare plans comply with the Affordable Care Act, COBRA, HIPAA, Mental Health Parity, and GINA.
  • Drafting nonqualified plans, equity plans, and incentive plans to comply with Section 409A of the Internal Revenue Code.


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