Candace L. Quinn
The Wagner Law Group, A Professional Corporation, Boston, Massachusetts. September 2018 -
- Counsels on regulatory compliance, and the design and implementation of: supplemental executive compensation; incentive plans; deferred compensation arrangements under IRC Sections 409A and secular trusts.
- Advises on equity and non-equity based plans for publicly traded and privately held companies,
including non-qualified stock option plans, incentive stock option plans, restricted stock plans, restricted stock units, stock appreciation rights, and phantom stock plans.
Retirement and Employee Benefits Plans
- Wide-range of qualified retirement plan experience with defined contribution, profit sharing and 401(k) plans, 457(b) and 403(b) tax deferred annuity plans. Pensions, cash balance plans, and ESOPS
- Conducts IRC and ERISA fiduciary investigative reviews and due diligence regulatory and operational compliance reviews of qualified retirement plans and 403(b) tax deferred annuity plans, including advice on internal controls and best practice governance standards.
- Represents plan sponsors regarding corrections, governmental compliance investigations and audits, tax controversies and resolutions including those undertaken by the Internal Revenue Service (IRS) and Department of Labor (DOL) and other federal and state regulatory enforcement agencies; and has obtained IRS recognition of tax-exempt status for many non-profit organizations.
Health and Welfare, Health Care and Life Sciences
- Provides Counsel on the Affordable Care Act (ACA).
- Advises on health and retiree medical programs including Voluntary Employee Benefit Associations (VEBAs) and implementation of the Consolidated Omnibus Reconciliation Act (COBRA).
- Advises on Health Insurance Portability and Accountability Act (HIPAA) privacy and security.
ERISA, Fiduciary Practices, and ERISA Litigation Support
- Counsels on ERISA PTCE 84-14 Qualified Professional Asset Manager (QPAM) exemption
- Advised on the Department of Labor Interpretive Bulletin 2715-01 regarding: Fiduciary Standards under ERISA in Considering Economically Targeted Investments.
- Provided ERISA litigation advise on ERISA plans, compensation issues, and ESOPs, on behalf of Mazars, for law firms and attorneys, including the attorneys for specific defendants in a high-profile law firm bankruptcy case.
- Provided ERISA litigation support on ERISA church plan litigation and extensive ERISA work in the QPAM and Fiduciary areas.
- Advisor to FIRMA, and their financial institute, regarding ERISA fee litigation, stock drop litigation, robo advisers fee litigation, DOL reporting fee disclosure litigation, and the new Fiduciary rule and the pending litigation on the rule.
Corporate, Finance, and Global Executive Compensation
- Advises on tax optimization for structuring cross border incentive plans involving multiple country's tax regimes and executive’s residency. Conducts cost benefit analysis of equity versus non-equity based plans,
- Benchmarks reasonable compensation for key executive positions, models cash flow projections with proposed executive compensation plans,conducts equity modeling as part of the feasibility to assess the level of awards and possible reward outcomes against target exit scenarios and award pricing. Counsels aimed at delivering appropriate awards to achieve the desired commercial lock-in and retention and provides post-tax reward ensuring the individual incentive; address share value and other regulatory regimes
- Designs global incentive and retention plans to align investor and shareholder exit strategy, hurdles and timing across multiple jurisdictions.
- Counsels on executive cross border issues involving treaty and totalization agreements
- Advises on US federal, state, and local energy tax law and financial structures for public, private and public/private joint ventures of energy investment projects.
- Advises on US federal, state, and local energy initiatives for: oil, gas, and renewable energy development: energy efficiency; clean energy and state carbon reduction programs. including the regional greenhouse gas initiative (RGGI) adopted by New York, Massachusetts and other New England and Mid- Atlantic states.
- Counsels on tax law and Federal Energy Regulatory Commission (FERC) decisions to support equity investment in conversion of coal fired power plant to biomass plant.
- Advises on considerations for international climate related agreement to support business advocacy groups
- Designs employee benefit programs to support company’s sustainable development objectives for environment, energy efficiency, and corporate social responsibility. Drafts employee communications to promote employee benefit programs which support company’s goals and focus.
- As part of the United States Council of International Business’s Environment Committee, and the Climate Change and Energy Working Group, provided insight on carbon pricing principles and drafted agreements on proposed USCIB international climate policy which will inform the International Chamber of Commerce’s future recommendations on governmental positions related to COP21.
- Authors, designs, and drafts academic articles on current executive compensation, pension and benefits developments on policy, plan design, and administration for Bloomberg BNA Pension & Benefits Daily and the Hospital Law Reporter (2004-present)
- Women’s Executive Circle of New York (Co-Founder/Co-President) www.wecny.com *
- The United States Council for International Business’s Environment Committee, and the Labor and Energy Working Group.
Mazars US, LLP New York, NY - 2014 to September 2018
Principal, Practice Leader. Global Executive Compensation and Benefits 1/2014-9/2017
Contract Principal**, Global Executive Compensation and Benefits 9/2017-Present
Squire Patton Boggs LLP, New York, NY , 2012, 2013
Partner, ERISA and Benefits, Tax and Strategy
Experience specific to Squire Patton Boggs LLP
- Wide-ranging experience with supplemental global incentive compensation consulting, executive retirement plans, incentive plans and executive nonqualified deferred compensation programs under IRC 409A, employee stock purchase plans, and health and welfare benefit plans.
- Supported ERISA litigation on ESOP and qualified plan litigation; provided tax and ERISA counsel on qualified plan design and regulatory and operational compliance
- Designed and drafted employee retention agreements and bonus programs to attract and retain key talent.
- Healthcare experience included counseling medical service companies, tax exempt hospitals and for profit hospitals, hospital systems, academic medical centers, faculty practice groups, health technology companies, physicians' practices, and other healthcare and life science providers, as well as pharmaceutical manufactures in connection with employee benefits issues.
- Conducted due diligence plan reviews, including advising on third party administration and vendor agreements regarding compliance.
- Counseled, negotiated, and drafted ERISA provisions in merger and acquisition transactions.
- Prepared plan documents to amend for compliance, freeze and restructure retirement plans as well as address funding and distribution issues and transactional reviews for mergers, acquisitions and divestitures.
Greenberg Traurig LLP, New York, NY, 2009-2012
Shareholder, Global Benefits & Compensation | Global Human Capital Solutions | Tax | Tax Exempt | Health & FDA Business
Experience specific to Greenberg Traurig
- Conducted extensive Operational Due Diligence and fiduciary reviews of qualified plans for ERISA, tax regulatory compliance, and provided ERISA litigation support.
- Advised on the fiduciary aspects of investments, under ERISA, for pooled investment vehicles including counseling on structuring investments to comply with the fiduciary and the prohibited transaction aspects of ERISA for alternative investment funds including private equity hedge funds, venture capital, real estate, and REITs. Provided guidance on regulations governed by ERISA regarding the 25% plan asset test registration issues for qualified plan asset managers, and issues concerning REOCs, and VCOCs.
- Experience advising companies, ranging from start –ups to the Fortune 100; working with in-house human resource professionals, legal counsels, chief financial officers, and stock and pension plan administration professionals.
Seyfarth Shaw LLP, New York, NY, 2007-2009
Experience specific to Seyfarth Shaw
- Advised on, and restructured, ERISA and non-ERISA plans to comply with regulations.
- Provided extensive ERISA litigation support to labor and litigation counsel at firm
- Practice focused on plan design and operational compliance as well as counseling on 457(f).
- Counseled and prepared plan documents to freeze, restructure, and terminate qualified retirement plans and addressed distributions and other issues regarding under-funded pension plans.
- Counseled on tax, ERISA, fiduciary duty standards and corporate governance regarding compliance and in ERISA Litigation.
- Consulted on implementation of employee benefit standards under TARP.
- Advised and designed severance plans and executive severance arrangements and SERPs.
- Advised, prepared applications, and obtained tax exempt recognition of entities under IRC Sections 501 (c) 3), (6) and (9).
- Counseled clients on tax, ERISA, fiduciary duty and plan governance standards as well as corporate governance under the Sarbanes-Oxley Act.
Sonnenschein Nath & Rosenthal LLP (Dentons US, LLP), New York, NY, 2006-2007
Partner, Employee Benefits
Experience specific to Sonnenschein (Dentons)
- Advised on corporate governance matters and commenting on the Securities and Exchange Commission's recently releasedExecutive Compensation Disclosure Rules.
- Provided advice on IRC and ERISA issues in corporate finance transactions including conducting due diligence, drafting provisions and negotiating benefit related provisions for asset acquisitions, corporate restructuring and loan financing agreements within sale of companies.
- Prepared information on the implications on changes to lawfollowing enactment of Pension Protection Act of 2006, including the effecton Hedge Fund and Private Equity investors, from amendments to the definition of plan assets.
- Prepared amendments to subscription agreements, offering memorandums and partnership agreements of private equity and hedge funds. Prepares E-Alerts for clients regarding impact of law on private equity investors and E-Alerts for clients on the Charitable Giving Incentives and Charitable Reforms under the new law.
- Advised on ramifications to companies under the InternalRevenue Code fromthe backdating of stock options and other related executive compensation issues.
- Consulted on and prepared the Internal Revenue Service application for recognition of tax exempt status for an IRC Section 501 (c) (9) Voluntary Employee Benefit Planwhich wasgranted; filed for recognitionof tax exempt status for an Internet Advisory Company for Exempt Organizations under IRC Section 501(c)(3); and filed for recognition of tax exempt status for a Health Care Organization under IRC Section 501( c)(4)
- Prepared Employee Handbook and Discipline Policies for a New York State corporation.
- Designed and advised on the formation of a Strategic Business Unit for Exempt Organizations at thefirm to create a multidisciplinary practice group to leverage the firm's existing expertise in representing non-profit tax exempt organizations. This resource group of firm attorneyswould focus on servicing tax exempt organizations including higher educational organizations, healthcare organizations, foundations and philanthropic entities.
- Integrated the New York Employee Benefits and Executive Compensation Practice Groupwithin the firm's Corporate Practice, the Tax Practice, the Asia Pacific Practice and the Venture Capital/Emerging Growth CompanyGroup.
Fisher & Phillips LLP, Fort Lauderdale, FL, 2003-2006
Of Counsel, ERISA & Tax
Experience specific to Fisher & Phillips
- ERISA benefits tax attorney, with a technical emphasis on employee benefits and executive compensation concerning private sector, public sector and not for profit clients.
- Advised employers on the design and negotiation of executive compensation and incentive plan structures from equity based programs to stock appreciation rights, phantom plans and deferred compensation plans with a focus on regulatory compliance.
- Conducted due diligence reviews of executive compensation and employee benefits plans for operational and regulatory compliance and in transactional situations for mergers, acquisitions and divestitures.
- Consulted to corporate clients and board members on corporate governance standards under Sarbanes-Oxley Act, developing financial transparency, compliance management systems and processes, complying with ERISA requirements and fiduciary duties.
- Designed and drafted voluntary employee beneficiary associations to address FASB and GASB OPEB requirements and prepared submissions for exemption recognition to the IRS.
- Performed due diligence reviews of qualified and non-qualified retirement plans and health and welfare benefit plans for regulatory compliance and to address collectively bargained matters, worker classification issues.
New York, New York 1984-2001
Mountain View, California 2001-2003
Senior Manager, Compensation and Benefits
Experience specific to KPMG
- Tax consulting with a technical emphasis on executive compensation and employee benefit plans working with private sector (both domestic and international), public sector and tax exempt clients.
- Conducted operational, regulatory, and enforcement reviews, and services regarding qualified and non-qualified employee benefit plans.
- Provided merger, acquisition, reorganization and divestiture consulting to clients concerning employee benefit plans and executive compensation agreements.
- Addressed additional considerations affecting executive compensation such as deduction limitations, golden parachute payments, employment taxes on deferred compensation, accounting treatment of deferred compensation, equity based compensation, funding deferred compensation, SERPs, rabbi trusts, and SEC disclosure requirements.
- Designed and consulted on global equity-based compensation plans and issues which included stock options, incentive stock options, employee purchase plans and restricted stock plans to attract, retain and motivate employees and to address applicable countries requirements and reports.
- Advised on tax law regarding business changes including employee retention and planned termination, post transaction compensation and benefits integration, golden parachute, and payroll taxes.
- Represented clients before the IRS and Department of Labor with respect to audit examination, voluntary correction programs under TVC, VCR and Walk-In Cap programs.
- Prepared and submitted retirement plan documents for IRS qualification and prepared and submitted VEBA documents to IRS for tax exempt recognition and sought technical and private letter ruling requests.
- Drafted plans and amendments to qualified retirement plans, nonqualified deferred compensation plans, rabbi trust, SERPs, cafeteria plans, fringe benefit plans. Prepared Form 5500 and accompanying schedules and DOL filings requirements.
- Consulted on qualified and non-qualified retirement plans, including design issues, coverage and discrimination testing, examination assistance, voluntary corrections including private letter ruling requests.
Marchi Jaffe, New York, New York, 1981-1984
Experience specific to Marche Jaffe
- Tax attorney consulting to public and private corporations and partnerships regarding general federal and state tax matters including employee benefit and retirement plan issues.
- Advised on tax opinion statements in private placement offerings.
- Drafted contract provisions and conducted reviews regarding employee benefit matters in merger and acquisition transactions.
Vermont Law School, South Royalton, Vermont, LL.M., Energy, 2016
Boston University School of Law, Boston, MA, LL.M., Taxation, 1981
Graduated 5th in the LLM class
Suffolk University Law School, Boston, MA, J.D., 1980
National Moot Court Champion
Tulane University, New Orleans, Louisiana , B.S., Economics, 1977 With Honors
Activities and Awards:
Class of 1909 Award- Most Outstanding Senior (1977)
Vice President of Associated Students (1976-1977)
Mary B. Scott Memorial Award
Runner up for the Fulbright Scholarship Award
New York 1983
American Bar Association (Section of Taxation and Energy Law)
New York Bar Association (Section of Taxation)
New York City Bar Association
Massachusetts Bar Association
Women’s Executive Circle of New York (Co-Founder/Co-President) www.wecny.com *
United States Council for International Business
- New associations - Candace Quinn and Michael Burwick, Mass. Lawyers Weekly, September 27, 2018
- The Wagner Law Group Welcomes Attorneys Candace L. Quinn and Michael Burwick - September 17, 2018
“ERISA Legal Developments”, 2017 “Current Risk Issues” Seminar New York Fiduciary & Risk Management Association at Evercore Trust Company N.A., New York, NY November 16, 2017
"What Happens if a Financial Institution is Convicted of a Felony", New York Fiduciary & Risk Management Association at Evercore Trust Company N.A., New York, NY November 16, 2017
"What Happens if a Financial Institution is Convicted of a Felony", 31st National Risk Management Training Conference of Fiduciary and Investment Risk Management Association, New Orleans, (May 24, 2017)
“Increased Scrutiny Around Executive Pay, Domestic and International”, Bloomberg Radio with Michael McKee, New York, (July 2016) Interview
“The State of Women Business Leaders in New York State”, Women’s Executive Circle of New York Census Study Prepared in Partnership with Columbia Business School and Presented at Bank of America for the Women’s Executive Circle of New York, (May 2016) Speaker and Moderator
“Retirement Plan Readiness: Trends, Opportunities, Mitigating Risk” and Presented at Wilmington Trust Philanthropic Speaker Series, (April 2016) Speaker
"Executive Incentive Compensation in the Alternative Investment Industry – Best Practices and Current Developments, “ALM Hedge Fund General Counsel and Compliance Office Summit, (October 2015) Speaker
“Women in Power: Developing and Supporting Women Leaders,” The Women’s Executive Circle of New York Presents to the U.S. Department of State International Visitor Leadership Program – A Project for Japan, (August 2015) Speaker
“The State of Women Business Leaders in New York State ", Women's Executive Circle of New York Census Study Prepared in Partnership with Columbia Business School and Presented at Bank of America for the Women's Executive Circle of New York (November 2013), Speaker and Moderator
“The Heat is on: Executive Compensation Under Fire Around the Globe - A Corporate and Tax Perspective." National Association of Stock Plan Professionals event at Squire Sanders Washington, D.C. (October 2013) Speaker
“Hot Topics for Plan Fiduciaries in Today’s Litigious Environment: How to Mitigate Risk of Liability,” AIG and Squire Sanders event at Squire Sanders San Francisco, California (May 2013). Speaker/Moderator
“Diversity in the Board Room and C-Suite – SEC Disclosure, Implications and Other Key Issues,” Women’s Executive Circle of New York event sponsored by Squire Sanders, presented at the University Club of New York (May 2013). Speaker
“Northern California Labor and Employment,” Squire Sanders’ Seminar, San Francisco, California (October 2012). Speaker
“PPACA Health and Welfare Benefit,” Squire Sanders’ Seminar, New York (August 2012). Speaker
"The State of Women Business Leaders in New York State," Women's Executive Circle of New York Census Study prepared in partnership with Columbia Business School and presented at Bank of America, for the Women's Executive Circle of New York (November 2011).
“The Path to the Boardroom,” Women’s Executive Circle of New York and Morgan
Stanley Smith Barney, (July 2011)
"Addressing the New Regulations and Challenges Facing Sponsors of 403(b),
Retirement Plans and SERPs," Greater New York Hospital Association, New York, (August
"Dealing Successfully with Compliance & Enforcement Programs for 401(k) and
Other Retirement Plans," Directors Roundtable Institute, New York, (July 2010)
“Addressing the New Regulations and Challenges Facing 403(b) Plans and
Sponsors - Are You Ready?” KPMG and Greenberg Traurig Event, (May 2010)
"Women's Leadership Breakfast," Women's Executive Circle and Morgan Stanley
Smith Barney, (May 2010)
"The State of Women Business Leaders in New York State," Women's Executive
Circle of New York Census Study prepared in partnership with Columbia Business School,
“State of New York Business Leaders in New York,” Women’s Executive Circle of New York Census Study prepared in partnership with Cornell University Industrial Labor Relations School, Women and Work Program presented at PricewaterhouseCoopers (February 2009)
“Women’s Leadership and the Economic Crisis: Does Gender Matter?” A debate on The New York Economy presented by Cornell University Institute of Women and Work, ILR School and the President’s Council of Cornell’s Women. New York (October 2008)
“State of New York Business Leaders in New York,” Women’s Executive Circle of New York Census Study prepared in partnership with Cornell University Industrial Labor Relations School, Women and Work Program, presented at Citi Smith Barney for Women’s Executive Circle of New York (February 2008)
“The State of the State Panelist,” The New York State Legislative Women’s Caucus and Assembly Task Force on Women’s Issues present Cornell University Institute for Women and Work Women in New York State in honor of National Women’s Equal Pay Day Empire State Plaza, Albany, New York (April 2007)
“Equity Compensation Seminar Series,” The Entrepreneur Venture Conference presented by the Women’s in Technology Cluster, Silicon Valley, CA (September 2006 - October 2006)
“Forum for Women Executives and Entrepreneurs,” Women’s Executive Circle of New York Census Study prepared in partnership with University of California at DAVIS presented at Microsoft Palo Alto, CA (November 2006)
“Compensating the International Mobile Executive”, BNA Chapter Publication, (Spring 2018) (Co- Author)
“Compensation Around the Globe; Need for Robust Disclosure and Accountability in the 2017 Proxy Season”, BNA, (Spring 2018) (Contributing Author)
“Policy, Finance and Energy Justice”, Vermont Law School, Master Thesis (August 2016)
"Hospital Church Plan Exemption: First Amendment Protection for Religious Organizations or Opportunity for ERISA Regulatory Arbitrage " BNA Pension & Benefits Daily, (December 31, 2013), (Co-Author)
“Ninth Circuit: Edison Fiduciaries Breached Duties by Offering Retail-Class Investments,” BNA Pension & Benefits Daily (March 22, 2013). (Mentioned)
“Executive Compensation Around the Globe: Need for Robust Disclosure and Accountability in the 2013 Proxy Season,” BNA Pension & Benefits Day (March 7, 2013). (Co-author)
“DOL Final Fee Disclosure Rules May Have Consequences for Fiduciaries Beyond Fines – Could Result in Increased Litigation and Government Enforcement,” BNA Pension & Benefits Daily (April 25, 2012). (Co-author)
“Report Parses Wall Street Workforce,” The Wall Street Journal (December 2, 2011). Mentioned (As Women's Executive Circle of New York)
“Governmental Investigation of Executive and Board Compensation Intensifies at Not-For-Profit Organizations: Challenges to the Rebuttable Presumption,” BNA Pension & Benefits Daily (December 8, 2011). (Author)
“Women Hold Few Top Jobs at N.Y. Firms,” The Wall Street Journal (October 28, 2011). (Quoted)
"Fee Disclosure of Defined Contribution Plans: The State of Fiduciary Duties," BNA Pension & Benefits Daily (July 2010) (Co-Author)
"Enforcement Efforts Take Aim at Executive Compensation of Tax Exempt Health Care Entities," BNA Pension & Benefits Daily (December 2009) (Co-Author)
"DOL's Limited Relief Not Applicable to Employers Still Contributing to 403(b)
Plans," Greenberg Traurig Alert (August 2009) (Co-Author)
“The Recovery Act’s Mechanism to Stimulate the Economy Requires Adjustment: Is More Legislation the Answer?” Pension and Benefits Daily (April 2009) (Co-Author)
“State of New York Business Leaders in New York” Women’s Executive Circle of New York Census Study prepared in partnership with Cornell University Industrial Labor Relations School (February 2009) (Co-Author)
“Modernization of the Section 403(b) Plan and Its ERISA Implications,” Pension & Benefits Daily (July 2008) (Co-Author)
“ERISA’s Fiduciary Duties: Meeting the ‘Reasonable’ Contract and Fee Requirements,” Pension & Benefits Daily (April 2008) (Co-Author)
“Substantial Risk of Forfeiture and Bona Fide Severance: Synchronizing the Layers of Sections 457(f) and 409A,” Executive Compensation Library Journal Reports: Law and Policy (2008) (Co-Author)
“Compensation as a Vehicle for Company Growth,” Capital Growth Interactive 2006 Venture Guide (Co-Author)
“IRS Focuses On Executive Compensation of Non-Profit Health Care Entities,” BNA Health Law Reporter (May 2004)
“Automatic Excess Benefit transactions: Avoiding Intermediate Sanctions or Loss of Exempt Status,” BNA Pension Reporter (March 2004)
“Retirement and Investment Planning Alternatives,” Compensations and Benefits Journal (Spring 2000) (Co-Author)
* Women’s Executive Circle of New York 2007 www.WECNY.com
Candace Quinn is Co-Founder/Co-President of the Women’s Executive Circle of New York (WECNY), a not-for-profit organization with the mission of accelerating the advancement of Women from diverse backgrounds to executive positions of leadership. WECNY creates a platform that brings together corporate executives in an environment that fosters career development and encourages gender equality. WECNY has collaborated with Cornell University’s Institute for Women and Work to help improve the standing of women in business leadership positions. Together, WECNY and Cornell University’s Institute for Women and Work conducted a quantitative research study that evaluates the state of women represented in executive positions in the top 100 public companies headquartered in NY.
WECNY has also partnered with Columbia Graduate Business School to improve the standing of women in business leadership positions. Columbia University and WECNY continued the quantitative research, begun by Cornell University and WECNY, on the top 100 public companies headquartered in New York State, analyzing the progress of women’s representation on Boards of Directors and in chief executive positions. The results of their research were published in an annual report, and presented at their annual corporate sponsored event. The WECNY and Columbia University continue to conduct comparative research that will be released annually at their events.
WECNY is an IRC 501 (c) (6) organization. Corporate sponsors of WECNY include Morgan Stanley, Smith Barney, Bank of America, Merrill Lynch, and KPMG.
** Candace is currently transitioning the Mazar’s Executive Compensation and Benefits practice, which she developed for the firm, to a law firm. The increasing need for legal specific work in executive compensation and employee benefits needed by Mazars’ partners in the US and globally has prompted the firm’s desire to make this transition. Mazars is a public accounting firm and is prohibited, by Sarbanes Oxley, from practicing law.