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Will Woolston helps employers solve tough employee benefits and executive compensation problems. Mr. Woolston is a partner in the firm’s Washington office whose practice focuses on all aspects of global employee benefits and executive compensation for companies in a variety of industries, including specialty chemicals and performance materials, disruptive technology, defense and aerospace, gaming and entertainment, and sports. Mr. Woolston advises enterprises of all sizes, from large Fortune 50 multinationals to start-ups and private equity portfolio companies.

Mr. Woolston offers a practical approach to employers facing challenging decisions and transactions that impact their officers, executives, employees, and retirees. His approach and perspective developed over many years of close, day-to-day relationships with counsel and staff at major multinationals. In addition, Mr. Woolston offers an insider's view and appreciation of the challenges facing in-house counsel, having once served as seconded corporate counsel to one of the largest U.S. defense contractors.

Although best described as a generalist in the employee benefits and executive compensation space, Mr. Woolston’s practice focuses significantly on the following areas:

  • Tax-qualified retirement plans, with a particular emphasis on cash balance and pension equity plans
  • Domestic U.S. and global equity incentive programs.
  • Corporate transactions, post-closing workforce integration
  • Executive employment agreements, retention and bonus agreements, and other similar incentives

U.S. Tax-Qualified Retirement Plans

  • Successfully resolved without penalty a large-team IRS audit of a Fortune 50 company’s $15 billion hybrid defined benefit plan.    
  • Successfully resolved without penalty a Department of Labor investigation of a Fortune 50 company’s $3 billion hybrid defined benefit plan.
  • Assisted a large petroleum company with its conversion of a traditional defined benefit plan to a cash balance plan.
  • Represented a Fortune 50 company in several large pension de-risking transactions, including annuity purchases and lump sum windows.

Global Equity and Global Workforce Solutions

  • Developed global equity incentive plans, proxy summaries, and prospectuses for Fortune 100 companies and private equity portfolio companies.
  • Advise Fortune 50 companies on global compliance for their executive and employee equity plans and share schemes.
  • Advised a large multinational on global equity matters arising from a merger affecting employee populations in more than 50 countries.

Corporate Transactions

  • Represented Uber Technologies, Inc., on executive compensation and employee benefits aspects of its 2019 IPO and listing on the New York Stock Exchange.
  • Advised The Dow Chemical Company on global executive compensation and employee benefits matters in connection with the company’s transformative 2017 merger with E.I. du Pont de Nemours & Co. to create DowDuPont Inc., and on the 2019 spin-off of Dow Inc. from the DowDuPont holding company.
  • In 2016, advised The Dow Chemical Company on global employee benefits, executive compensation, and workforce integration matters arising with respect to Dow’s acquisition of Corning, Inc.’s interest in the Dow Corning Corporation joint venture.
  • In 2016, advised Pepco Holdings, Inc. on employee benefits and executive compensation matters related to its $6.83 billion acquisition by Exelon Corporation.

ERISA Litigation

  • Represented a Fortune 50 company’s defined benefit plan in ERISA litigation involving a participant’s claim for benefits.
  • Assisted a Fortune 100 company in civil ERISA fiduciary litigation regarding 401(k) plan investments in the plan sponsor’s company stock.
  • Assisted a client in implementing and carrying out its obligations under a $100 million-plus settlement of an ERISA class action related to its defined benefit plan.

Previous Experience

  • Account Executive at a large, international insurance brokerage.
  • Finance Manager at a mid-size transportation company.
  • Law360, Insurance "Rising Star" (2020)
  • Washington DC Super Lawyers, Employee Benefits Rising Star (2016-2020)