Eric Winwood’s practice primarily centers on addressing and solving employee benefits and executive compensation issues, including issues involving Section 409A deferred compensation rules, Section 162(m) one-million-dollar deduction limitations, Section 280G golden parachute rules and filings, audits and public disclosures with the Department of Labor, Internal Revenue Service and Securities and Exchange Commission.
Mr. Winwood works with clients on all compensation and benefits matters, including the design, drafting and amendment of deferred compensation plans, qualified retirement plans, equity-based compensation plans and employment, change in control and severance agreements. These representations also include regularly advising on the employee benefits and executive compensation aspects associated with domestic and international mergers, acquisitions, migrations, spin offs and joint ventures, as well as, the integration of plans and other benefit arrangements following the completion of the business transaction. In addition, Mr. Winwood frequently provides advice on the fiduciary, prohibited transaction and “plan assets” aspects related to establishing, operating and investing in private equity funds and other investment funds.
Mr. Winwood has also regularly advised on a variety of employee benefits and fringe benefits issues in collective bargaining agreements, including issues involving the application of the Section 409A deferred compensation rules and other tax rules to sick leave, vacation leave and other paid time off arrangements.
Following graduation from law school, Mr. Winwood served as a law clerk to the Honorable George L. Proctor of the United States Bankruptcy Court for the Middle District of Florida.
- Implementation of executive compensation and employee benefits arrangements in connection with a spin-off transaction for a large publicly-traded offshore oil and gas drilling services company
- Negotiation of the employee benefits provisions in the acquisition of a large publicly traded company in the health information industry, and assisted with benefits integration, executive compensation and retention planning for periods following the acquisition
- Computation of golden parachute compensation payouts in connection with proposed and actual merger and acquisition transactions on behalf of technology and aerospace companies
- Drafting of legal opinions relating to the “plan assets” status, and negotiation of the governing documents, of various private equity funds and real estate investment funds
- Negotiation of the employee benefit representations and covenants in numerous credit agreements and note purchase agreements on behalf of borrowers/issuers and major banks
- Negotiation on behalf of clients with the Internal Revenue Service and Department of Labor in connection with audits, filings and corrections
- Negotiation of numerous employment and separation agreements on behalf of employers and executives
- Negotiation with multiemployer plan trustee in connection with the establishment of an escrow arrangement in connection with the client’s disposition of certain manufacturing facilities
- Coordination with overseas lawyers on the feasibility of the provision of equity compensation to employees in China, Netherlands, Cayman Islands and the United Kingdom
- Advised client in the transportation industry regarding employee benefit provisions set forth in numerous collective bargaining agreements
- Advised client regarding the process of providing SERP and other executive compensation payouts in connection with a bankruptcy proceeding
- Preparation of amicus legal briefs to the U.S. Supreme Court and the U.S. Court of Appeals in landmark employee benefits litigation
Awards & Community
Recommended in The Legal 500 U.S., 2013
Listed in The Best Lawyers in America, Woodward/White Inc., 2015
Recognized as a “Texas Rising Star,” (Thomson Reuters), 2007, 2008, 2011-2013
Listed as one of the “Best Lawyers in Dallas,” by D Magazine, 2011-2013
Publications, Speeches & Presentations
Employee Benefits Update
IRS Issues Temporary Regulations to Clarify Self-Employment Tax Treatment of Partners in a Partnership that Owns a Disregarded EntityFirm Thought Leadership
On Thursday, March 30th, Baker Botts partner Eric Winwood will provide a primer on common executive compensation plans and decipher some of the key tax laws on executive compensation.