Lawrence I. Davidson

Of Counsel - Retired

  • Lawrence I. Davidson
  • Phone: +1 312 499 6726

    Import to Address Book

  • Duane Morris LLP
    190 South LaSalle Street, Suite 3700
    Chicago, IL 60603-3433
    USA

Lawrence I. Davidson practices in the areas of employee benefits and executive compensation. His practice covers a broad spectrum of matters including consultation and design of qualified and nonqualified plans, fiduciary issues arising in connection with the investment of plan assets, termination of benefit programs within the context of chapters 7 and 11 proceedings, multiemployer withdrawal liability issues, welfare benefit plans (including HIPAA and COBRA compliance), retiree benefit issues and benefit issues in connection with corporate mergers, acquisitions and divestitures. As part of his compliance practice, Mr. Davidson negotiates with various regulatory agencies (IRS, PBGC and U.S. Department of Labor) in connection with audits of employee benefit plans and structures settlements through the various regulatory voluntary compliance programs to cure operational and documentation errors in connection with qualified plans.

Mr. Davidson also counsels organizations and individuals with regard to tax-exemption matters. His practice involves qualification of organizations as tax-exempt entities under Code Section 501(c)(3) and registration as not-for-profit entities under state laws. Additional consulting is provided with regard to operational issues, including reorganizations, mergers, successorship and dissolution.

Mr. Davidson is a member of the Employee Benefits Committee as well as former chair of Division D (Compensation and Benefits) of the Federal Taxation Committee of the Chicago Bar Association. He is also a member of the American Bar Association, the National Association of Stock Plan Professionals and former chair of the Employee Benefits Committee of the Illinois CPA Society. He has authored several articles on the subject of retirement and pension plans. A certified public accountant, he is a graduate of The John Marshall Law School (LL.M., taxation, 1979; J.D., 1975) and a graduate of the University of Illinois.

Areas of Practice

  • Qualified Retirement Plans

  • Executive Compensation

  • Health and Welfare Plans

  • ERISA/Fiduciary Counseling, Prohibited Transactions, ERISA Plan Assets Regulation

  • ERISA Litigation

  • Tax Exempt Entities

Representative Matters

  • Represented iAnthus Capital Holdings, Inc. as U.S. counsel in connection on employee benefit matters with its all-stock merger agreement with MPX Bioceutical Corp., offering equity consideration to MPX shareholders valued at $1.6 billion. The agreement – which is still subject to shareholder approval – represents the first “public to public” merger in U.S. cannabis history.

  • Represented Newport Credentialing Solutions, LLC, a leader in cloud-based credentialing and provider enrollment software and services, with respect to employee benefit and executive compensation matters, in its acquisition by TractManager, Inc., the healthcare industry’s largest supplier of strategic sourcing and contract lifecycle management (CLM) solutions.

  • Represented Intermarket Communications, Inc., a New York strategic communications consultancy, on employee benefit matters in its sale to Lansons Communications LLP, a leading London independent reputation management consultancy, to form an entity (Lansons Intermarket) with a combined annual fee income of about £13 million ($17 million). Lansons acquired an initial 51% of Intermarket in cash with the remaining 49% stake to be purchased in two additional tranches over the next three years based on business performance.

  • Represented Enumeral Biomedical Corp. in closing an alternative public offering, allowing the company to raise $21.5 million in a private placement financing in connection with a reverse merger into a publicly held company.

  • Represented Monteco Ltd. and Green Turtle Americas Ltd., a leading provider of composite wastewater pretreatment solutions for commercial, institutional and industrial applications, in the acquisition by Zurn Industries, LLC of Green Turtle and two related Canadian businesses.

  • Represented with respect to employee benefit matters a clean technology company in the sale of the stock of a stormwater treatment company to a civil engineering site solutions company.

  • Counsel to public company with regard to executive compensation matters, proxy disclosures and CD&A, tax compliance with Code Section 162 (m), development of omnibus compensation programs, employment agreements and deferred compensation plans.

  • Counsel to Norwegian company on disposition of all North American employee benefit arrangements in connection with the merger of its soft alloy extrusion business into a newly-created joint venture. The new joint venture created the world's largest aluminum profile company with annual sales of approximately $4.5 billion and 12,000 employees.

  • Counsel to pension funds sponsored by a major utility with regard to plan investments in private equity funds, considering ERISA plan assets and prohibited transaction issues.

  • Counsel to a national insurance company in its $1.75 billion successful hostile tender offer for target insurance company. Developed strategy for payoff of existing ESOP securities acquisition loans and consequent release of appreciated securities to ESOP participants. The resulting increase in ESOP account values triggered corporate trustee and participants to vote allocated and non-allocated ESOP shares in favor of the takeover.

  • Counsel to a major pension fund investment manager on fiduciary issues pertaining to the plan asset regulations, consultation has involved co-investor and fund of fund issues arising in connection with private equity funds and the creation of VCOC, REOC and QPAM structures.

  • Counsel to a national insurance company on a fiduciary policy claims by its insureds relating to employer stock fund decline in corporate 401(k) plan. Fiduciary policy claims followed settlement of securities law violations litigation for more than $100 million. Through statistical analysis, demonstrated damages claimed by participants was without significant merit. The class action fiduciary litigation case settled without any policy payment.

  • Counsel to a national drug company in a multi-employer pension plan withdrawal liability litigation. By structuring the initial assignment of leases to come within ERISA Section 4204(a) as a sale of assets, the national drug company avoided any withdrawal liability assessment. This determination was upheld by the U.S. Court of Appeals for the Seventh Circuit.

  • Counsel to an international newspaper conglomerate on all employee benefit plan matters including those arising in connection with the acquisition and disposition of its subsidiary businesses. The firm also provided counsel on the structuring of its qualified plan arrangements under separate line of business rules.

  • Counsel to the unsecured creditors committee in a Chapter 11 bankruptcy proceeding for a national manufacturing conglomerate which sponsored one of the top 50 underfunded defined benefit plans in the United States. Successfully negotiated to reduce the priority status and value assigned to the competing claims of the Pension Benefit Guaranty Corporation.

Admissions

  • Illinois
  • U.S. Tax Court
  • U.S. Court of Claims
  • U.S. District Court for the Northern District of Illinois
  • Supreme Court of Illinois
  • Supreme Court of the United States

Education

  • The John Marshall Law School, LL.M., 1979
  • The John Marshall Law School, J.D., 1975

Experience

  • Duane Morris LLP
    - Partner, 1999-present
  • Holleb & Coff, Chicago, Illinois
    - Partner, 1984-1999
  • Aaron, Schimberg, Hess and Gilbert, Chicago, Illinois
    - Associate, 1983-1984
  • Gordon & Glickson, Chicago, Illinois
    - Partner, 1981-1983
    - Associate, 1975-1981

Professional Activities

  • American Bar Association
  • Certified Public Accountant, Illinois, 1975
  • The Chicago Bar Association
    - Federal Taxation Committee
    -- Former Chair, Division D (Compensation and Benefits)
    - Employee Benefits Committee
  • Illinois CPA Society
    - Former Chair, Employee Benefits Committee
  • National Association of Stock Plan Professionals
  • National Center for Employee Ownership

Honors and Awards

Selected Publications

Selected Speaking Engagements

  • Speaker, Duane Morris' Developments in Workplace Law and Practice, Chicago, May 24, 2017
  • Speaker, Duane Morris' Developments in Workplace Law and Practice, Washington DC, May 18, 2017
  • Speaker, Duane Morris' Developments in Workplace Law and Practice, New York, May 4, 2017
  • "What HR Executives Need to Know Before Renewing Their Company's Health Care Plan for 2012," ExecSense Webinar, September 23, 2011
  • "What CEOs Need to Know Before Renewing Their Company's Health Care Plan," ExecSense Webinar, March 8, 2011
  • "What CEOs Need to Know Before Renewing Their Company's Health Care Plan," ExecSense Webinar, September 8, 2010
  • Speaker, "Duane Morris' Developments in Workplace Law & Practice 2010," New York, May 12, 2010
  • Speaker, "Healthcare Reform: What You Need to Know Now," Duane Morris' Developments in Workplace Law and Practice 2010, Chicago, May 4, 2010
  • "Wellness Programs and Flexible Benefit Plan Developments," Lorman Seminar, Naperville, Illinois, August 28, 2008
  • "What the Genetic Information Nondiscrimination Act (GINA) Will Mean for Corporate Wellness Programs," ExecSense webinar, September 25, 2009
  • "Pension Protection Act of 2006," Strafford Publications, Inc., Chicago, November 2, 2006
  • "The New SEC Executive Compensation Disclosure Rules," Strafford Publications, Inc., Chicago, October 10, 2006
  • "Executive Compensation Under IRS, SEC Scrutiny," Strafford Publications, Inc., Chicago, March 9, 2006
  • "Split Dollar Insurance and Pension Blackout Periods," National Association of Stock Plan Professionals, Chicago, Illinois, May 2003
  • "Developments in Fiduciary Liability," Professional Liability Underwriters' Society Annual Conference, Chicago, Illinois, November 2001
  • "Compensation Strategies for Attracting and Retaining Key Employees," sponsored by the Private Business Roundtable, Oakbrook, Illinois, May 15, 2001
  • "Positive Part of Negative Enrollment in a 401(k) Plan," Investors Press 2000 DC Visionary Roundtable, Chicago, Illinois, June 27, 2000
  • "The Legal Aspects of Paperless Technology for Flexible Benefit Plans,"
  • Administrative Management Group sponsored by the Forum on Technology and Employee Benefits, Chicago, Illinois, March 8, 2000
  • "Employee Benefit Changes Under the Taxpayer Relief Act of 1997," Federal Tax Committee, Chicago Bar Association, September 23, 1998.
  • "Acquisitions and Divestitures," Enrolled Actuaries Meeting, co-sponsored by American Academy of Actuaries, Conference of Consulting Actuaries and the Society of Actuaries, March 18, 1997.
  • "Civil Actions Against Nonfiduciaries," Midstates Benefits Conference, April 23, 1996; American Society of Pension Actuaries, July 16, 1996
  • "Developments in Prohibited Transactions," Law Education Institute and Bureau of National Affairs, January 11, 1996.
  • "ERISA Fiduciary Duties," Law Education Institute and Bureau of National Affairs, January 10, 1996.
  • "Controlled and Affiliated Service Groups," Illinois CPA Society Employee Benefits Conference, May 16, 1995.
  • "Prohibited Transactions Update: Keystone and Other Developments," Law Education Institute and Bureau of National Affairs, January 3, 1995.
  • "Voluntary Compliance Resolution Program," Illinois CPA Society Employee Benefits Conference, May 3, 1994 and June 1, 1994.
  • "The Appeals Process," Midwest Region Employee Benefits Conference, April 26, 1994.
  • "Section 410(b) and Compensation Definitions," Midwest Region Employee Benefits Conference, March 23, 1993.
  • "The Proper Mix of Employee Benefits in the 90s," Illinois CPA Society Midwest Accounting Show, May 21, 1992.
  • "Fiduciary Responsibility and Prohibited Transactions," Enrolled Actuaries Meeting, co-sponsored by American Academy of Actuaries, Conference of Consulting Actuaries and the Society of Actuaries, March 10, 1993.
  • "Controlled Groups and Affiliated Service Organization," Enrolled Actuaries Meeting, co-sponsored by American Academy of Actuaries, Conference of Consulting Actuaries and the Society of Actuaries, March 19, 1992.
  • Speaker, "Duane Morris' Developments in Workplace Law & Practice 2010," Washington, D.C., May 11, 2010