David I. Schiller is a Partner in the Employee Benefits and Executive Compensation Practice Group and a resident of the Dallas office. He is a 1983 graduate of Stanford Law School with high honors, where he served on the Stanford Law Review, and has a Bachelor of Arts in political philosophy from Cornell University honors program, graduating summa cum laude in 1980.
Mr. Schiller’s Executive Compensation practice runs the full gamut of tax, ERISA, accounting, stock exchange, proxy advisor, corporate and securities law aspects of equity compensation (public and private); nonqualified deferred compensation; SERPs; executive employment agreements, golden parachutes and other change in control arrangements; severance, confidentiality, noncompete contracts; performance bonus and incentive plans; director’s pay; rabbi trusts; split dollar life insurance; excess benefit and top hat plans; and the like.
His experience also includes extensive transactional work on employee benefit related areas of mergers, acquisitions, IPOs, credit agreements, plan assets and private placements.
Mr. Schiller’s employee benefits experience includes representation of clients concerning pension, 401 (k), profit-sharing plans and ESOPs, including various discrimination, plan investment, fiduciary duty, prohibited transaction, plan design, accrued benefit, PBGC, plan termination and collective bargaining issues. In addition, Mr. Schiller represents boards of trustees for numerous multiemployer pension, health and apprenticeship plans. He has also done considerable work concerning bankruptcy-related employee benefit matters, as well as extensive litigation and controversy work.
Mr. Schiller also frequently counsels on welfare plan issues involving the Affordable Care Act, HIPAA, managed care, subrogation, health plans, workers compensation, COBRA, FMLA, EEOC, retiree medical liabilities, cafeteria plans, life and disability insurance and severance pay.
Mr. Schiller has spoken at many employee benefit conferences and has authored numerous articles on the Employee Benefits field, including publications regarding pension coverage and nondiscrimination rules, published at various ALI-ABA Seminars and Prentice-Hall Law & Business Conferences; author of an article entitled “Health Plan Discrimination -- Living with the ‘New’ Old Rules,” published in the Benefits Law Journal; author of “ERISA Litigation,” published with the University of Houston Employment Law Seminar; author of a paper on fiduciary liability delivered at various investment management seminars; author of an article on Managed Health Care, presented at the Employers Council on Flexible Compensation seminar; and author of Benefit Issues In Forming Joint Ventures,” published at various ALI-ABA Seminars.
Mr. Schiller is a member of the American Bar Association, Taxation Committee, Section on Benefits, Subcommittee on Retiree Health, VEBAs and Other Funding Vehicles. His entry on behalf of a client was the recipient of the International Foundation of Employee Benefit Plans “Creative Excellence in Benefits Award,” for work done on retiree medical issues.
- Metro PCS Business Combination with T-Mobile -- handled all exec comp, equity comp, 409A, golden parachute, stock option and say-on-parachute approval aspects of this $1.5B transaction
- Lone Star / BI-LO purchase of Winn-Dixie -- headed up all employment and exec comp aspects of this 2012 $560M private equity transaction, including drafting private equity sales bonus plan to mirror net profits interest
- Hostile Takeover Exec Comp Protections -- headed up 2012 project revamping and adding hostile takeover CIC protections to Tenet Healthcare’s equity comp, exec comp, SERP, nonqualified deferred comp, rabbit trust, severance plans and CIC Agreements
- Del Monte Going Private Transaction -- headed up exec comp aspects of 2011 going private transaction, including CIC, severance, employment and deferred comp agreements, and 280G tax planning
- CTF Hotels Acquisition of Rosewood Properties Luxury Hotel Portfolio -- handled all employee benefit & exec comp aspects of 2011 acquisition of portfolio hotels, including collective bargaining and multiemployer plan provisions, offshore foreign pension plan compliance, 401(k) plan consolidation, and implementation of new employment agreements and equity comp plans
- Del Frisco’s IPO -- headed up employee benefit and exec comp aspects of 2012 IPO, including drafting Exec Comp Section of S-1, analysis of existing LLC equity comp bonus plan, drafting new post-IPO Incentive Stock Plan, and analysis of markets practices and ISS guidelines for same
- First American Financial / Core Logic Spin-Off -- headed up 2010 employee benefits and exec comp aspects of corporate spin-off, including split-up of underfunded pension plan, adjustment of existing equity comp awards, and implementation of new follow-on qualified and nonqualified retirement plans, CIC agreements, equity comp plans and employment agreements
- Williams Company Spin-Off -- handled all defined benefit plan aspects of 2011 and 2012 corporate spin-off of E&P company, including split-up of underfunded pension plan, PBGC disclosures and negotiations, and ERISA Section 4062(e) plant closing liability analysis
- Sony Mobile Communications -- Defined Benefit Plan Spin-Off from Ericsson Retirement Plan -- headed up Sony Mobile Communications divestiture from the Ericsson Defined Benefit Retirement Plan and accompanying spin-off into a new, stand-alone pension arrangement
- Voluntary Compliance Plan IRS Submission -- 2013 Voluntary Compliance Plan submission to IRS to correct coverage and nondiscrimination issues affecting 4,000 employees
- 403(b) Plan Redesign -- redesigned and drafting 403(b) plan covering 3,000 employees, including analysis and implementation of new slate of investment options and related investment agreement negotiations and drafting and prohibited transaction exemptions
- 401(k) Plan Investment Fund Redesign -- redesigned 401(k) plan investment fund menu, including negotiating new service agreements, investment management and investment fund agreements, GIC contracts, revenue sharing provisions, trust agreements & ERISA compliance.
- Health Plan Affordable Care Act Compliance -- analysis and plan redesign and drafting to comply with the Affordable Care Act, Mental Health Parity Act, and related provisions
- UK Expatriate Deferred Comp Planning -- in connection with executive relocations from the UK to the US, headed up tax and pension analysis for maintaining tax-favored UK pension scheme while executives participate in US plans, including analysis of tax treaty provisions, permanent establishment rules, expatriation, exit taxes, and taxation of retirement plan contributions and distributions
- 5th Circuit En Banc Appellate Victory -- filed amicus curiae brief in ACS Recovery Services v. Larry Griffin (5th Cir. 2012), in which the En Banc 5th Circuit overturned the 5th Cir panel decision and upheld the right of self-funded ERISA Health Funds to enforce their subrogation and reimbursement rights
Publications, Speeches & Presentations
One Step Closer to Tax Reform - Senate Passes Bill, International Tax Provisions at Odds with Bill Passed by the HouseFirm Thought Leadership
Baker Botts will provide further insight into the executive compensation elements of recently released Congressional proposals for a tax reform plan – the Tax Cuts and Jobs Act.