Melissa Grim focuses her practice on employee benefits and executive compensation-related matters. She has extensive experience counseling private equity funds and other public and private companies on benefits, ERISA, and executive compensation issues (including Code Section 409A and 280G issues) that arise in mergers and acquisitions, divestitures, carve-outs, restructuring, and ESOP transactions.
Melissa regularly advises clients on the design, structuring, implementation, and ongoing administration and compliance for qualified and nonqualified retirement plans, health and welfare plans, equity and long-term incentive plans, and other benefit and compensation arrangements. She also represents clients in handling and negotiating inquiries, audits, investigations and assessments, advisory or other ruling requests, and voluntary compliance correction matters with government agencies, such as the Internal Revenue Service, the U.S. Department of Labor and the Pension Benefit Guaranty Corporation.
In the context of corporate transactions, her approach is centered around creating value for the client in each phase of the deal, including a unique focus on helping acquisitive companies and private equity funds and their portfolio companies navigate the human capital and people operations aspects of post-deal transition and integration. Melissa regularly counsels clients on creating value creation plans, developing acquisition “playbooks” to drive efficiency and mitigate risk in add-on and tuck-in transactions, and designing policies and procedures, as well as benefit and compensation plans and programs, that incentivize performance and incorporate best practices, industry trends, changes in the legal landscape, and the company’s or private equity fund's goals and strategic initiatives.
Representative Experience
- Counseled several clients through a standard termination process with the PBGC for its defined benefit pension plan and the associated pension risk transfer transaction while the client was undergoing a Chapter 11 bankruptcy restructuring.
- Counseled a public company client through a proposed disqualification by the IRS of its defined benefit pension plan, resulting in a downgrade of the inquiry into a regular course audit and the ultimate resolution of no corrective action.
- Counseled a private equity portfolio company on several post-closing compliance corrections for its 401(k) plan under the IRS’s voluntary correction program and the Department of Labor’s delinquent filer voluntary compliance program.
- Coordinated and drafted several appeals of proposed employer shared responsibility payments (ESRPs) under the Affordable Care Act from the IRS, resulting in multiple years of reduced ESRPs for the clients.
- Advised multiple private equity-backed portfolio companies in the mergers of four or more 401(k) plans into one consolidated 401(k) plan.
- Represented several clients in audits by the Department of Labor of their defined contribution and defined benefit retirement plans.
- Represented Meteor Education, a portfolio company of Bain Capital Double Impact Fund, in its acquisition of Advanced Technologies Consultants, a leading provider of career and technical education training and equipment in both secondary and post-secondary education markets.
- Represented Petauri, a portfolio company of Oak Hill Capital, in its acquisition of Formulary Insights, a market access services provider in the pharmaceutical and life sciences industry.
- Represented Alpine Investors and its portfolio company Ascend, a provider of practice management services to accounting businesses, in an add-on acquisition.
- Represented a private equity buyer in its acquisition of a wholesale distributor of pipes, valves, and fittings.
