Administration, Pension Governance & Investment

Increased litigation risk, a complex regulatory environment and relatively undeveloped common law have heightened the already strong need for proper governance and administration of pension and benefits plans. In addition, increasing scrutiny on investment of pension assets has forced plan sponsors to carefully consider their investment policies and procedures. Our group has experience in all areas of pension and benefit plan administration, from establishing the arrangement and complying with regulatory requirements, through dealing with surplus and contribution holidays to plan mergers, terminations and wind-ups.

On the investment side, our group provides the full range of corporate /commercial advice including pension benefits standards compliance and tax efficiency structuring and analysis, all having regard to the clients’ upstream fiduciary and contractual responsibilities, governancebest practices and risk management. Amongst other things, we negotiate and structure domestically and internationally, private and public equity investments, carry on mergers and acquisitions, effect private and public financings and generally, establish and advise tax-exempt entities. 

Experience

Examples of our work include:

• Establishing pension committees and sub-committees to facilitate proper governance and administration
• Establishing constating documentation for pension committees such as terms of reference, compliance checklists and governance reports
• Advising on the legal risks of pension and employee benefit plan decisions and administrative practices
• Establishing and annually updating statements of investment policies and procedures
• Consulting on investment issues, including fiduciary responsibilities and the CAP guidelines
• Assisting with pension and benefit plan implementation issues and communication strategies
• Assisting plan sponsors in meeting the regulatory requirements of provincial or federal pension standards legislation, the Income Tax Act and other legislation
• Drafting submissions to regulatory authorities on compliance matters
• Drafting and amending pension and employee benefit plan texts, trust agreements, investment management agreements and other contracts
• Advising plan sponsors on the use of letter of credit funding options under certain regulatory jurisdictions
• Advising clients on the implementation of phased retirement programs
• Assisting clients in selecting, establishing and administering the following types of executive compensation arrangements:
  • Supplemental employee retirement arrangements
  • Retirement compensation arrangements (and registering them with CRA)
  • Stock option, deferred unit, phantom unit and other forms of equity-based compensation plans
  • Deferred profit sharing plans and employee profit sharing plans
  • Individual pension plans
• Assisting clients in successfully completing a withdrawal of surplus
• Assisting clients in successfully negotiating and implementing surplus sharing agreements and ultimately surplus withdrawal
• Advising clients with respect to all aspects of contribution holidays

Experience representing institutional investors, often as lead corporate counsel, in:

• The reorganization and integration of CHIP REIT (now, SilverBirch Hotels and Resorts) and Delta Hotels Group and follow-on investments
• The formation and organization of a hospitality platform and providing governance and general counsel advice
• Direct and fund (increasingly, as lead private equity and/or financing investor) investments in:
  • Two pan-European real estate funds, one through a UK and Luxembourg fund structure
  • Brazilian timber interests through a Fundo de Investimento em Participações
  • Brazilian retail interests and related co-investments through Brazilian, BVI and US structures
  • Mexican industrial interests - 50 industrial properties and one office building in eleven cities throughout Mexico. This acquisition was reported to be the largest real estate transaction in Mexico at the time
  • Mexican retail interests - 21 industrial properties in Ciudad Juarez
  • A Mexican retail development joint venture
  • Extensive private timberlands and related operations in British Columbia
  • Exit of existing interests in a highly visible UK entity
  • A French real estate interests (fund)
  • Three separate industry-leading real estate advisory and services organizations supplying asset management, property management, leasing and development services to major institutional and private investors in Canada and the United States
  • An 840-unit garden style apartment complex in St. Louis, Missouri, and assumption of a U.S. Department of Housing and Urban Development–insured financing
  • Recognized land developers and builder groups in Alberta, Canada
• Coordinating and structuring for Canadian, US and Mexican tax exemption recognition
• Three unsecured, rated, note offerings for an aggregate borrowing in excess of 1 billion dollars

Team