Current Employment Position(s)

Partner

Lawyer Overview

For more than 20 years Sarah Griffin has concentrated her practice on advising private sector and governmental clients regarding the issues presented by the employee benefit programs they establish or maintain. She represents privately held companies and Fortune 500 companies as well as tax-exempt organizations, local governmental entities, large governmental plans, and public utilities. In addition, she regularly counsels fiduciaries entrusted with the responsibility for prudent management and investment of billions of dollars in plan assets.

Sarah has extensive experience in representing employers in the employee benefit issues raised by corporate mergers, acquisitions, divestitures, and financing (including through ESOPs and private equity transactions). She has advised clients with respect to assuming, transitioning, terminating, or winding down qualified retirement plans, nonqualified deferred compensation plans, cafeteria plans, welfare benefit arrangements (including spending accounts, severance plans, and retiree health programs), and executive compensation and equity-based incentive plans as part of the client's overall transaction strategy. She also has worked with clients to address issues created by the operation of the golden parachute rules of Code Section 280G.

She regularly counsels corporate clients and individuals about identifying issues related to nonqualified deferred compensation arrangements and compliance with Section 409A of the Internal Revenue Code.

As a counselor to both private sector and governmental plan fiduciaries, Sarah has substantial experience with ERISA, the common law of trusts, and state pension law. She advises fiduciaries on prelitigation matters involving conflicts of interest, prohibited transactions, reimbursement of appropriate administrative expenses from plan assets, complex claims for benefits, resolution of disputes with third-party service providers, and participant claims of breach of fiduciary duty. She has conducted ERISA fiduciary compliance reviews and has advised professional investment managers as to their status as a qualified professional asset manager (QPAM) and their duties under ERISA in developing prudent policies and procedures for selecting, allocating, recommending, negotiating, monitoring, and disposing of investments for the manager's employee benefit plan clients.

Sarah also advises employers about the design, drafting, and administration of qualified retirement and pension plans, executive compensation arrangements, equity-based incentive plans, severance plans, and other welfare plans, such as health plans, life insurance, long-term disability, long-term care policies, flexible spending accounts, retiree health plans, and in the establishment of tax-exempt voluntary employees' beneficiary associations (VEBAs). She has counseled employers designing severance packages as part of reductions in force. With respect to tax-exempt and governmental entities, she has experience with eligible deferred compensation plans and tax-sheltered annuity programs under Sections 457 and 403 of the Internal Revenue Code. She also has negotiated third-party provider contracts for the provision of administrative services to qualified retirement plans, nonqualified deferred compensation plans, and health benefit plans. She has counseled governmental employers in California as to the vested contractual rights issues implicated by their retiree health programs and potential funding vehicles.

As a counselor to a major health care service provider, Sarah has advised regarding ERISA fiduciary issues involved with negotiating prescription drug rebates and formularies with pharmacy benefit managers and the ERISA implications of retaining some or all of the negotiated rebates.

Sarah has advised benefit plan clients and fiduciaries on the impact of ERISA on alternative equity investments, including those that are subject to the fiduciary duty and prohibited transaction rules of ERISA and the Internal Revenue Code and those that are exempt from such rules because they are designed to qualify as "real estate operating companies" and "venture capital operating companies." She also has worked with members of the Firm's corporate practices to advise investment professionals how to structure pooled asset vehicles for investment by ERISA plans. With respect to investments by employee benefit plans, Sarah has negotiated the acquisition of company stock in an ESOP on behalf of independent institutional trustees and drafted pass-through voting provisions for ESOPs and transaction disclosures for ESOP participants.

She is a member of the ABA, the State Bar of California, and the Los Angeles County Bar Association. Sarah is past president of the board of directors for the Los Angeles County Bar Association Foundation.

Areas of Practice

• Employee Benefits & Executive Compensation
• Compensation & Benefits Counseling for Employers
• ERISA Plan Asset Investments
• ESOPs & Other Stock-Based Plans
• Executive Compensation
• Institutional Fiduciary Services
• Mergers & Acquisitions/Employee Benefits & Executive Compensation
• ERISA & Other Employee Benefits Litigation
• Governmental Employers & Public Pension Plans
• Tax-Exempt Entities & Church Plans
• Health Care
• Tax & Benefits/Health Care
• Financial Services

Representative Cases

• $332 million acquisition by Hewlett-Packard Company
• Acquisition by Mitsui and Mori Seiki
• Acquisition by Wendel Investissement , (2007)
• Acquisition of DecisionQuest, Inc.
• Acquisition of Meguiar’s, Inc.
• Acquisition of Schilling Corporation
• Asian Property Fund
• Buyer Counsel
• Buyer Counsel
• Co-Investment Partnership
• Company Counsel
• Company Counsel
• Company Counsel
• Company Counsel
• Company Counsel
• Company Counsel
• Company Counsel
• Company Counsel
• Company Counsel
• Fiduciary and Tax Counsel
• Fiduciary and Tax Counsel
• Fiduciary Counsel
• Fiduciary Counsel
• Fiduciary Counsel
• Fiduciary Counsel
• French Property Fund
• Fund of Funds
• Institutional Investor Counsel
• Institutional Investor Counsel
• Investment for FFC Partners III
• Issuance by Hellman & Friedman Capital Partners V, L.P.
• Issuance by Oak Investment Partners
• Large Institutional Investor
• Merger with Critical Path
• Outside Tax Counsel
• Private Placement
• Recapitalization of All-In-One Products and USA Printing & Mailing, LLC
• Reorganization of the Company and acquisition of 50% Interest in Keystone Health Plan Central, Inc.
• Retirement Option for Safety
• Sale of Metal Connectors Business
• Seller Counsel
• Seller Counsel
• Special Tax and Employee Benefits Counsel
• Special Tax and Employee Benefits Counsel
• U.S. Property Funds
• Venture Capital Fund

West Practice Categories

Affirmative Action -- Employee, Americans with Disabilities Act -- Employee, Business Organizations, Disability, Elder Law, Employee Retirement Income Security Act (ERISA) -- Employee, Employee Retirement Income Security Act (ERISA) -- Employer, Employee Rights -- Employee, Employment Contracts -- Employee, Employment Discrimination -- Employee, Employment Law -- Employee, Employment Law -- Employer, Family Medical Leave Act (FMLA) -- Employee, Federal Employer,'s Liability Act (FELA) -- Employee, Food & Drug Administration, Health & Health Care Law, Hospital Law, Medicare & Medicaid, Mental Health, Mergers, Acquisitions & Divestitures, Municipal Employment -- Employee, Municipal Employment -- Employer, Nursing Home, Occupational Safety & Health Act (OSHA) -- Employee, Pensions, Benefits & Compensations -- Employee, Pensions, Benefits & Compensations -- Employer, Sexual Harassment -- Employee, Social Security -- Disability, Taxation Law, Wage & Hour Laws -- Employee, Whistleblower -- Employee, Worker Adjustment and Retraining Notification (WARN) Act -- Employee, Wrongful Termination -- Employee

Bar Admissions

• California
• Colorado

Education

• U of Colorado - Boulder (Main)

Published Works

• Group Health Plan Continuation Coverage: Fast Action Required To Comply with New COBRA Premium Assistance Requirements, 2009
• Everything You Always Wanted to Know About a Public Employer's Ability to Modify Retiree Benefits but Were Too Afraid to Ask, 2008
• Changes to California Rules Relating to Equity Compensation Plans, 2007
• An Impending Collision at the Intersection of Code Section 457 and Code Section 409A, 2007
• 2005 California Employment Law Legislative Update, 2005
• 2004 California Employment Law Legislative Update, 2004
• California Senate Bill 2 (2003), 2004
• IRS Sheds some Light on Recent COBRA Amendments, CCH Employee Benefits Management Directions, Issue No. 176, Report No. 175, 1998
• CCH COBRA Guide Connections, Issue No. 61, Report No. 61, 1998

Address

555 South Flower Street
Fiftieth Floor
Los Angeles, CA 90071-2300

Phones

1.213.243.2560 (Business Phone)

Faxes

1.213.243.2539 (Business Fax)

Emails

Contact Us (Business Email)

Websites

http://www.jonesday.com