Education and Honors

  • J.D., Louisiana State University Hebert Law Center, 1974
    Order of the Coif
    Member, Louisiana Law Review
  • B.A., journalism, Louisiana State University, 1968
    Phi Kappa Phi
    Omicron Delta Kappa
  • Recommended in The Legal 500 U.S., 2013

    Recognized as a Texas Super Lawyer, 2003-2014 and one of the “Top 100 Texas Super Lawyers,” 2008

    Listed in The Best Lawyers in America every year since 1987

Admissions and Affiliations

State Bar of Texas

Louisiana State Bar

United States Court of Appeals for the Fifth Circuit

United States District Courts for the District of Colorado and the Southern District of Texas

American Bar Association, Taxation Section, Employee Benefits Committee, Past-Chair; Committee on Government Submissions, Vice Chair, 1998 to 2002; 2007-present

American College of Employee Benefits Counsel, President; Board of Governors; Charter Fellow

American College of Tax Counsel, Fellow

State Bar of Texas, Taxation Section, former Council Member

Tax Research Association of Harris County, past Chairman

James R. Raborn

Senior Counsel

One Shell Plaza
910 Louisiana Street
Houston, Texas 77002-4995
United States
Phone:
+1.713.229.1579
Fax:
+1.713.229.7779

Concentration

All aspects of employee benefits and executive compensation, including global compensation and benefits, acquisitions and divestitures, fiduciary counseling and ERISA litigation

Summary

Jim Raborn has practiced in the ERISA and employee benefits area for over 35 years. His practice encompasses a broad range of employee and benefit matters, including both business planning and ERISA litigation.

A principal focus of Mr. Raborn’s work is the planning and structuring of such business transactions as corporate acquisitions and divestitures and formation and operation of partnerships, including master limited partnerships (MLPs). He deals with restructuring and refinancing, as well as litigation, mediation and arbitration between private contestants and government agencies.

Mr. Raborn does extensive work on fiduciary matters, including representing independent fiduciaries and plan sponsors in ERISA litigation relating to their obligations to employee benefit plans. He regularly advises employers and plan fiduciaries regarding the design, establishment, operation and termination of leveraged and unleveraged employee stock ownership plans (ESOPs).

In the executive compensation area, Mr. Raborn helps clients establish and manage executive compensation plans and arrangements, as well as negotiate and draft employment and severance agreements with senior executives of publicly traded and privately held companies and MLPs, both domestic and global in scope.

Between college and law school, Mr. Raborn served in the United States Air Force, attaining the rank of captain.

Representative Engagements

  • Large E&P company – counsel for management group in negotiating transition from public to private equity ownership as well as from corporate to partnership form
  • Major energy company – counsel on treatment of broad range of employee benefits in connection with the divestiture of a multibillion dollar segment of the business
  • Natural resources company – participated in restructuring benefit programs in connection with bankruptcy and proposed plan of reorganization
  • Management consulting company – advice with respect to broad range of employee benefit programs and practices
  • Integrated home builder – counsel in disposition of business segments and compliance efforts on range of employee benefit plans
  • Manufacturer of oil field equipment – counsel on practices or programs in connection with the sale of the entire company
  • Administrative Committee of 401(k) plan of energy company – advice and counsel in connection with ERISA litigation over investments in employer securities and structure of fiduciary provisions of plans
  • Consumer products company – counsel on integrating an acquired business segment into a preexisting operation and continuing advice on range of benefit plans
  • Major oil and gas company – advice with respect to separation from parent and establishment of independent employee benefit plans and practices, including executive compensation programs
  • Major oil and gas company – counsel on executive compensation matters and in the combination with another company, including transition executive compensation and employee benefit programs
  • 401(k) plan administrative and investment committees of communications company – representation of committees and individual members in ERISA litigation asserting breach of fiduciary duty by reason of acquisition and holding of employer stock by the 401(k) plan
  • Energy company – counsel in connection with employee and employee benefit matters in a proposed transaction, acquisition of a pipeline company and sale of the pipeline company, as well as representation in disputes with former executives
  • Energy company – advice with respect to executive compensation plans and the structure and operation of compensation and governance committees of the board
  • Administrative Committee of ESOP of public company – representation of the committee and individuals in litigation by participants in a terminated ESOP asserting breach of fiduciary duty
  • Individual as president of the national plumbers union and trustee of the union’s benefit programs – representation in ERISA litigation brought by the Department of Labor asserting breach of fiduciary duty with respect to benefit programs and seeking removal of trustees

Publications, Speeches and Presentations

  • “ERISA Litigation Update,” Dallas Bar Association, Dallas, January 2013
  • “ERISA Litigation Update,” Dallas Bar Association, Dallas, January 2012
  • “Compensation Committee Counsel Implications of Dodd Frank,” Society of Corporate Secretaries & Governance Professionals, Houston, Texas, December 2011
  • “Compensation Committee Counsel Ethics/Governance Issues,” American Bar Association, New York, New York, November 2011
  • CIGNA v. Amara,” TE/GE, Tampa, Florida, October 2011
  • “Benefits and Compensation: A Frustratingly Broad Range of Challenges for Business,” Louisville Benefits Bar, Louisville, Kentucky, October 2011
  • “DOL Enforcement and Penalties for Late and Incomplete 5500 Filings,” ABA Teleconference, May 2011
  • “2010 ERISA Litigation Review,” Dallas Bar Association, Dallas, January 2011
  • “2010 ERISA Litigation Update,” Dallas Bar Association, Dallas, January 2010
  • “Section 409A Corrections,” SouthWest Benefits Association, Dallas, November 2009
  • “Executive Compensation: Much To Do About …,” Houston Bar Journal, October 2009
  • “409A Post Transition World: Is the Sky Falling?,” WEB, Dallas, June 2009
  • “2008 ERISA Litigation Review,” Dallas Bar Association, Dallas, January 2009
  • “Governance Best Practices,” SouthWest Benefits Association, Dallas, November 2008
  • “Who Is Responsible?,” Texas Bar Employee Benefits Law 2008, Dallas, May 2008
  • “Fiduciary Concerns and ESOPs in a Deal,” Employee Benefits in Mergers and Acquisitions 2008 National Institute, New York, April 2008
  • “409A Issues and Final Regulations: HELP!” Joint Meeting of the Great Lakes TE/GE Council, Gulf States TE/GE Council, and Mid-Atlantic Pension Liaison Group, Baltimore, February 2008
  • “ERISA Litigation Update Some 2006 Developments,” Dallas Bar Association, Dallas, January 2007
  • “Fiduciary Exposure: Litigation and other Trends,” American Bar Association, Hollywood, Florida, January 2007
  • “Fiduciary Concerns in Transactions and Potential Liability for Misrepresentation,” Employee Benefits in Mergers and Acquisitions 2007 National Institute, New York, April 2007
  • “ESOPS in a Deal: New Options and Issues,” Employee Benefits in Mergers and Acquisitions 2007 National Institute, New York, April 2007
  • “TE/GE Joint Meeting Section 409A Issues,” TE/GE Joint Meeting, Washington, D.C., February 2007
  • “2007 Litigation Review,” Dallas Bar Association, Dallas, January 2008
  • “Section 409A: A Star Is Born or How I Stopped Worrying and Learned to Love the Code,” SouthWest Benefits Association, Dallas, November 2006
  • “Fiduciary Concerns in Transactions and Potential Liability for Misrepresentation,” Employee Benefits in Mergers and Acquisitions 2006 National Institute, New York, April 2006
  • “Benefits Litigation Update,” Dallas Bar Association, Dallas, January 2006
  • “409A Nonqualified Deferred Compensation,” SouthWest Benefits Association, Dallas, October 2005
  • “The Future of Nonqualified Deferred Compensation,” Southern Federal Tax Institute, Inc., Atlanta, September 2005
  • “Fiduciary Concerns in Transactions and Potential Liability for Misrepresentation,” Employee Benefits in Mergers and Acquisitions National Institute, New York, April 2005