In the News

Haynes and Boone Lawyers Repeat Strong Showing in D Magazine’s Best Lawyers List

DALLAS D Magazine has once again recognized Haynes and Boone, LLP lawyers in its annual “Best Lawyers of Dallas” list of top local legal talent. >>

Texas Super Lawyers Features 91 Haynes and Boone Lawyers

Ninety-one Haynes and Boone, LLP lawyers have been recognized in the Texas Super Lawyer 2013 award listing. >>

Recent Publications

New IRS Ruling Permits Deferred Compensation Opportunities for U.S. Fund Managers of Offshore Hedge Funds

The Internal Revenue Service (“IRS”) recently issued Revenue Ruling 2014-18 (the “Ruling”) allowing the deferral of compensation from offshore hedge funds through the use of stock options (“Options”) and stock-settled stock appreciation rights (“SARs”) without running afoul of Section 457A of the Internal Revenue Code (“Section 457A”). >>

Charles F. Plenge



2323 Victory Avenue
Suite 700
Dallas, Texas 75219
T +1 214.651.5573
F +1 214.200.0665

Charles F. Plenge

Charles Plenge has more than 35 years of experience advising businesses on the full range of employee benefits and executive compensation matters.  He has represented employers of all sizes in all aspects of their employee benefits needs, from health and welfare and qualified retirement plans and related ERISA fiduciary issues, to executive compensation and equity incentive programs; financial institutions in their lending activities where benefit plan issues were involved; companies involved in acquisitions and sales of businesses; as special pension counsel to parties involved in litigation relating to benefit plan matters; businesses in bankruptcy cases involving employee benefit plan issues; individuals in regard to their employment and incentive compensation agreements; and fiduciaries and investment managers for benefit plans.

Chuck serves on the Graduate Employee Benefits Programs Advisory Board in The Center for Tax Law and Employee Benefits at The John Marshall Law School in Chicago. He formerly served as chairman of the Internal Revenue Service Advisory Committee on Tax Exempt and Government Entities (ACT), a national committee which advises the Tax Exempt and Government Entities Division with respect to the development and implementation of policies concerning the taxpayers under this Division's jurisdiction.

Chuck is a contributor to Haynes and Boone's Practical Benefits Lawyer blog, which discusses issues and developments in the areas of employee benefits and executive compensation. In January 2012, Chuck was a guest lecturer at The John Marshall Law School, where he presented "Ethics Issues in Employee Benefits."

Selected Client Representations

  • Representing publicly-held companies regarding the tax issues related to stock option backdating issues.
  • Representing a publicly-held utility company with the establishment of entirely new compensation programs ranging from preparing revised performance compensation plans for rank and file employees to developing executive compensation arrangements for senior management and directors.
  • Advising private equity and venture capital companies regarding the establishment of benefits packages for newly acquired companies, including coordinating the activities of the outside benefits consultants and vendors with the in-house benefits staff.
  • Representing a national company in a class action lawsuit involving the status of an executive compensation plan under ERISA.
  • Conducting extensive compliance reviews and fiduciary audits of various benefit plans.
  • Advising a major bank regarding the liability issues associated with an underfunded pension plan and the lender's status under Title IV of ERISA.
  • Preparing governance charters for publicly-held companies' retirement committees.

Professional Recognition

  • Named Best Lawyers' 2010 Dallas Employee Benefits Lawyer of the Year
  • Recognized as one of The Best Lawyers in America - Employee Benefits Law (2010-2015)
  • Recognized as a Best Business Lawyer in Dallas for Employee Benefits/ERISA, D Magazine (2009, 2011-2014)
  • Recognized as a Texas Super Lawyer - Employee Benefits/ERISA (2009-2013)
  • Recognized in Who's Who Legal: Texas in Employee Benefits (2008)
  • Martindale Hubbell® Law Directory with a Peer Review Rating of AV® Preeminent™

Selected Professional, Community, and Business Activities

  • State Bar of Texas
  • District of Columbia Bar
  • The American College of Employee Benefits Counsel, Charter Fellow
  • American Bar Association, Employee Benefits Committee, Taxation Section
  • Dallas Bar Association, Employee Benefits Section
  • International Pension and Employee Benefits Lawyers Association

Selected Representative Experience

TAOS Combines with austriamicrosystems AG (SIX: AMS)
Texas Advanced Optoelectronic Solutions, Inc. (TAOS), a leading optoelectronic solutions provider, combines with austriamicrosystems AG (SIX: AMS), a leading global designer and manufacturer of high-performance analog integrated circuits in a strategic transaction valued at $320 million for cash and stock of AMS.

The Penn Traffic Company - Chapter 11
Representation of The Penn Traffic Company and its subsidiaries in their Chapter 11 cases in the Delaware bankruptcy court. At filing, Penn Traffic owned and operated 79 supermarkets in the northeast part of the United States, and had total debt exceeding $250 million and annual revenues approaching $900 million. Following a spirited marketing and sale process, debtors sold substantially all their assets to TOPS Markets, LLC.

Merger with the Boeing Company and Aviall
Haynes and Boone represented Aviall Inc. in the company’s $2.05 billion merger with the Boeing Company. The deal represented the largest purchase for Boeing in a decade. As the world's largest independent provider of new aerospace parts and related aftermarket services, Aviall is a leading solutions provider of aftermarket supply-chain management services for the aerospace, defense and marine industries.

Recapitalization - Medical Benefits Claims Company
Represented CIC Partners, LP, when it partnered with the founder of the market leader in processing medical benefit claims to recapitalize the company.

General Legal Affairs and Wind-Up - U.S. Subsidiary of Japanese Semiconductor Manufacturer
Advised in the general legal affairs and the windup of a U.S. subsidiary of a Japanese semiconductor manufacturer.

Acted as General Counsel to Semiconductor Manufacturing Joint Venture
Advised in the formation and served as general counsel to a semiconductor manufacturing joint venture between Hitachi, Ltd. and Texas Instruments Incorporated.

Online Publications

07/09/2014 - New IRS Ruling Permits Deferred Compensation Opportunities for U.S. Fund Managers of Offshore Hedge Funds
The Internal Revenue Service (“IRS”) recently issued Revenue Ruling 2014-18 (the “Ruling”) allowing the deferral of compensation from offshore hedge funds through the use of stock options (“Options”) and stock-settled stock appreciation rights (“SARs”) without running afoul of Section 457A of the Internal Revenue Code (“Section 457A”).

09/03/2013 - The Demise of DOMA’s Core: Employer Response Avenues in the Wake of Windsor
On June 26, 2013, in a 5-4 decision, the United States Supreme Court issued a much anticipated ruling in United States v. Windsor, holding that Section 3 of the federal Defense of Marriage Act (“DOMA”) is unconstitutional on federalism and equal protection grounds.

08/09/2013 - Private Equity Investment Funds can now have Pension Liability for the Obligations of Portfolio Companies
On July 24, 2013 the First Circuit Court of Appeals, applying an “investment plus” test, concluded that a Sun Capital private equity investment fund was engaged in a “trade or business” for purposes of determining whether the fund could be jointly and severally liable under ERISA for the unfunded pension withdrawal liability of the portfolio company.

10/04/2011 - Proposed Legislation Alters Amount of Federal Contractor Pay Reimbursed by Government
President Obama recently sent to Congress proposed legislative language and analyses of his proposed deficit-reduction plan. Among the proposed legislative changes is a change to the formula used for calculating the cap on the amount that the federal government will reimburse federal contractors for executive compensation.

05/24/2010 - Health Reform: 2011 Design Considerations
Many employers are already planning revisions to their medical plans for 2011. However, under health reform, if “grandfathered plans” (generally plans with at least one participant on March 23, 2010) make changes in their benefit structure, they may lose “grandfathered” status. This article answers some of employers' most pressing questions.

05/06/2010 - Employers May Offer Coverage of Children up to Age 26 Now
Although healthcare reform does not require group health plans to provide coverage for children up to age 26, without regard to marital or student status, until the first plan year beginning on or after September 23, 2010, many insurers are now offering employers with fully insured plans the opportunity to continue the health coverage of children who would otherwise lose coverage this year. This alert describes how employers with self-insured plans also may provide such coverage to children up to age 26 before it is otherwise legally required.

04/08/2010 - Healthcare Reform: What You Need to Do Now and in the Future
This alert summarizes the major provisions of the Patient Protection and Affordable Care Act (“PPACA”) and the Health Care and Education Reconciliation Act of 2010 (together with the PPACA, the “Act”) that will impact employers and their group health plans (“GHPs”).

03/19/2010 - New Model Notices Reflect Latest Extension of COBRA Subsidy
The Department of Labor issued new model notices that reflect the most recent extension of the COBRA subsidy, which covers involuntary terminations that occur through March 31, 2010. The updated model notices are summarized in this alert.

03/12/2010 - COBRA Subsidy Extension - Déjà vu, but much more…
Once again, Congress has extended the period during which an individual must be involuntarily terminated (as defined for purposes of the COBRA subsidy, an “Invol Term”) to be eligible for the COBRA subsidy. Invol Terms occurring through March 31, 2010 will be eligible for the COBRA subsidy. This change is effective retroactively, so that those persons with an Invol Term on March 1, 2010 are still eligible for the COBRA Subsidy.

02/04/2010 - Deadline for Compliance with the HITECH Act Approaching
The Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”) makes significant changes to the privacy and security requirements of the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”). Group health plans and other covered entities must comply with the HITECH Act by February 17, 2010.

01/29/2010 - DOL Issues Final Safe Harbor Rules for Timely Deposits of Participant Contributions and Loan Repayments
The U.S. Department of Labor (“DOL”) issued final regulations, effective January 14, 2010, that (1) clarify that the contribution timing rules apply to plan loan repayments, and (2) provide a safe harbor for depositing participant contributions (including loan repayments) to employee benefit plans with fewer than 100 participants on the first day of the plan year.

01/28/2010 - IRS Issues 409A Document Correction Program: The Six Month Payment Delay for Key Employees (second in a series)
As described in an earlier alert, the IRS has announced a document correction program covering certain failures to comply with Section 409A of the Internal Revenue Code (“Section 409A”), which contains tax rules for nonqualified deferred compensation arrangements.

01/19/2010 - Model Notices and Additional Guidance Issued on COBRA Subsidy Extension
The Department of Labor recently issued model notices for employers to use under the COBRA subsidy extension, and the Internal Revenue Service issued additional guidance for an employer claiming on its federal employment tax return (Form 941) the credit for 2009 retroactive coverage arising from the subsidy extension for those individuals who had otherwise exhausted the subsidy period.

01/13/2010 - IRS Issues 409A Document Correction Program: Immediate Action May Be Needed
The IRS has issued a Notice that describes a document correction program covering certain failures to comply with Section 409A of the Internal Revenue Code (“409A”). 409A contains tax rules for nonqualified deferred compensation arrangements. While this IRS program offers employers welcome relief from inadvertent drafting mistakes and other failures to conform applicable documents to the requirements of 409A, it also raises some additional concerns.

12/29/2009 - COBRA Subsidy Extended - Prompt Action Required (Updated)
On December 19, 2009, the Department of Defense Appropriations Act of 2010 (the “Act”) extended the COBRA continuation coverage subsidy, which originally was due to expire at the end of 2009. While the mechanics of the COBRA subsidy generally remain unchanged, the Act expands the coverage previously provided under the COBRA subsidy.

12/08/2009 - Year-End Changes Needed for Some 162(m) Performance-Based Compensation Plans
Publicly held corporations may need to adopt an amendment by December 31, 2009 for certain performance-based compensation plans and agreements, including incentive compensation and equity plans and executive employment agreements.

12/07/2009 - There's Still Time! Correct Code Section 409A Violations By December 31, 2009
Employers have until December 31, 2009 to take advantage of opportunities to avoid the 20% and other penalty taxes that otherwise would be imposed by Section 409A of the Internal Revenue Code. We recommend employers review all their plans and agreements that are subject to Section 409A, including nonqualified deferred compensation, severance, change of control plans and agreements, and employment agreements.

10/28/2009 - IRS Provides Guidance on Waiving 2009 Required Minimum Distributions
In Notice 2009-82, the IRS announced that plan sponsors must make decisions relating to the waiver of 2009 required minimum distributions (“RMDs”) for defined contribution plans, such as 401(k) plans, by November 30, 2009.

10/13/2009 - IRS Issues Final Regulations on Defined Benefit Plan Funding Requirements and Benefit Restrictions
Last week the IRS released final regulations covering most aspects of the minimum funding requirements and funding-based benefit restrictions imposed on single-employer defined benefit plans by the Pension Protection Act of 2006. These regulations generally apply for plan years beginning on or after January 1, 2010, but can be relied upon before that date. Some plan sponsors may need to take immediate action in light of the regulations.

09/18/2009 - New Health Plan Privacy Notice Requirements Under HITECH Act
The Department of Health and Human Services (“HHS”) recently issued an interim final rule (the “Rule”) under the Health Information Technology for Economic and Clinical Health (“HITECH”) Act explaining the notification requirements for breaches of protected health information that has not been encrypted or destroyed (“Unsecured PHI”). Employer-sponsored health plans should immediately review and revise their HIPAA privacy policies and procedures to ensure that they adequately address the Rule’s requirements for investigating and reporting breaches of Unsecured PHI. The new requirements are effective for breaches occurring on or after September 23, 2009.

08/14/2009 - Employers Should Be on the Lookout for Common Retirement Plan Errors
The Internal Revenue Service recently published a list of common recurring mistakes it sees in large case audits of qualified retirement plans and in submissions under its Voluntary Correction Program. This list provides employers with a useful checklist for reviewing the operations of their qualified retirement plans.

05/20/2009 - Deadline for Complying with Medicare Secondary Payer Reporting Rules Approaching
This alert outlines new reporting requirements under the Medicare Secondary Payer rules that apply to all liability insurance plans (including self-insurance), no-fault insurance plans, and workers' compensation plans, including non-subscribers to the Texas Workers' Compensation Act beginning on July 1, 2009.

05/06/2009 - Restructuring Compensation During Economic Challenges
Employers are facing a number of economic and financial challenges. Some employers have considered restructuring their compensation arrangements with employees as an alternative to avoid a reduction in force or layoffs. Restructuring of compensation packages raises a number of issues. 

04/30/2009 - Weathering the Storm: Recent Decision Creates Additional Cash Requirements to Reorganize
On April 8, 2009, the Second Circuit Court of Appeals issued a ruling that creates an additional hurdle for companies providing single-employer pension funds when seeking to reorganize through a bankruptcy. In general, the termination of a pension plan can give rise to a per-employee termination premium (a “Termination Premium”) owed by the company terminating the plan to the Pension Benefit Guaranty Corporation (“PBGC”), the quasi-governmental entity that insures pension plans.

04/16/2009 - Proceed with Caution - New COBRA Subsidy Notices Pose Risks to Employers
Employers are working frantically to comply with the new COBRA subsidy requirements of the American Recovery and Reinvestment Act of 2009 (the “Act”). However, the rush to compliance poses significant dangers if employers rely on the guidance issued by the Internal Revenue Service and Department of Labor without careful review and use the Department of Labor sample notices without modification.

03/27/2009 - Significant Changes in the Health Data Privacy for Group Health Plans and their Business Associates
The American Recovery and Reinvestment Act of 2009 (the “Act”) broadens the HIPAA privacy and security protections that apply to protected health information (“PHI”) and imposes new requirements on group health plans and their business associates. Under the Act, certain HIPAA privacy and security requirements now directly apply to business associates as if they were covered entities.

02/27/2009 - Guidance and Relief for Deferred Compensation Arrangements of Certain Foreign Corporations and Partnerships
The Internal Revenue Service has issued interim guidance on deferred compensation paid to U.S. taxpayers by certain foreign corporations and partnerships considered to be “tax-indifferent entities.” To read more about Internal Revenue Code (“Code”) Section 457A click here.

02/19/2009 - Stimulus Bill Expands COBRA Benefits
The “Stimulus Bill,” signed Tuesday February 17, 2009, lowered the cost of COBRA continuation coverage for employees whose employment was or is involuntarily terminated on or after September 1, 2008 and before January 1, 2010, and their eligible dependents (together referred to as “Assistance Eligible Individuals”). In addition, those Assistance Eligible Individuals who did not timely elect COBRA are given another opportunity to elect that coverage, although their total period of COBRA coverage generally is not extended.

02/19/2009 - The Opportunities and Risks of the New Federal Stimulus Bill
On February 19th, Haynes and Boone hosted a teleconference examining the business opportunities and risks inherent in the American Recovery and Reinvestment Act of 2009 (commonly referred to as the Stimulus Bill). To learn more about how this important new legislation will impact you and your business, please contact your Haynes and Boone attorney. 

Economic Bailout Bill Expands Mental Health Parity Laws
The Mental Health Parity and Addiction Equity Act of 2008 (the “Act”), enacted as part of the Emergency Economic Stabilization Act of 2008, made permanent the current mental health parity rules regarding annual and lifetime dollar limits effective January 1, 2009, and greatly expanded mental health parity, effective for the first plan year beginning on or after October 3, 2009. Accordingly, for plans with calendar year plan years, these new rules will become effective January 1, 2010.

2008 Legislation Triggers Health Plan Changes
2008 brought a number of new laws impacting a health plan’s eligibility, terms and coverage, including the recently enacted “Fostering Connections to Success and Increasing Adoptions Act of 2008” (“FCSIAA”) and “Michelle’s Law.” Plan sponsors should review their health plans prior to the end of 2008 to ensure compliance with FCSIAA and consider the impact of Michelle’s Law on their group health plans for the first plan year beginning after October 9, 2009.

Paying for the Bailout by Currently Taxing Offshore Deferrals
Effective January 1, 2009, the ability of U.S. taxpayers to defer taxation on income earned from certain offshore entities will be severely restricted.

“Bailout Bill” Places Strict Limits on Executive Pay of Participating Financial Institutions
The Emergency Economic Stabilization Act of 2008 (the “Act”), which establishes the Troubled Assets Relief Program (“TARP”), imposes strict new limits on executive compensation, including limits on incentive and severance pay, on certain financial institutions that participate in TARP.

Massachusetts Revises Employer Fair Share Contribution Requirement

09/16/2008 - Significant Changes Imposed In Pension Plan Valuation of Alternative Investments

08/06/2008 - Medicare Reform Law May Impact Retiree Medical Plans

New Disclosure Requirements for Participant-Directed Individual Account Plans

Updated Medicare Part D Notices 2008

Deadline for Compliance with 409A


03/10/2008 - SEC's Notice and Access and ERISA 404(c)
ERISA 404(C) issues raised under SEC's"Notice and Access" proxy statement rules.

02/29/2008 - IRS Delays Application of its Holding under Recent Section 162(M) Executive Performace Pay Ruling
The IRS issued Revenue Ruling 2008-13, providing a transition period before application of the IRS's new position denying the tax deductibility of compensation paid to certain executives of publicly traded companies that is intended to be "performance-based" under Code section 162(m).  This Benefits Alert summarizes the Revenue Ruling and provides suggestions for future actions by affected companies.

02/25/2008 - LaRue Decision

02/07/2008 - PLR Regarding Section 162(m)

10/23/2007 - IRS and Treasury Department Extend Section 409A Deadlines One More Year!

09/12/2007 - IRS Announces Limited Extension of Section 409A Compliance Deadline

04/11/2007 - 409A Final Regulations

12/22/2006 - Diversification Notice and Pension Benefit Statement Guidance

12/22/2006 - President Bush Signs Bill Permitting One Time Rollovers to Health Savings Accounts

12/22/2006 - IRS Issues Guidance on Reporting Section 409A Deferred Compensation

10/05/2006 - IRS and Treasury Department Extend Section 409A Deadlines One More Year!

09/25/2006 - Plan Fees and Expenses The Next Wave of Lawsuits Has Begun

07/20/2006 - New Guidance on Using Debit/Credit Cards with HRAs and FSAs

06/16/2006 - Stock Option Backdating--How Big Are The Problems And What Should You Do?
Recently, over 40 public companies have come under investigation by the SEC or the Justice Department for improperly backdating options, and it is likely that more public companies will come under investigation in the future. At issue is whether option grants to executives and others were backdated to coincide with dates when a company’s stock price was low, thereby increasing the potential profits realized by the holders of the options if and when exercised. Improper backdating may be intentional or a result of faulty corporate procedures. In either event, serious accounting, tax, and disclosure issues result.

06/14/2006 - Recent Health Plan Prescription Drug Developments

06/01/2006 - New Law Impacts 2006 Income Tax Liability of U.S. Citizens/Residents Working Abroad

05/19/2006 - Supreme Court Revisits Subrogation

01/23/2006 - SECTION 409A NEWS ALERT: Section 409A Stock Valuation Guidance For Privately-Held Companies

01/17/2006 - Health Plan Update

01/04/2006 - SECTION 409A NEWS: Stock Valuation Guidance and Section 409A Technical Corrections

12/15/2005 - IRS Surprises Employers by Suspending Reporting and Witholding Requirements Under Code Section 409A

11/04/2005 - SECTION 409A NEWS: Separation Pay Exclusions

10/21/2005 - SECTION 409A NEWS: 2005 Action Items

10/04/2005 - Nonqualified Deferred Compensation Guidance: IRS Proposed Regulations Provide Relief Until 2007

08/08/2005 - How Long Do Employees Have to Elect COBRA Coverage?

06/21/2005 - DOL and SEC Tell Pension Plan Fiduciaries to Assess Third Party Consultants

06/07/2005 - Hidden Effects of the Medicare Prescription Drug Improvement and Modernization Act's Regulations

06/01/2005 - New Grace Period Permitted for Cafeteria Plan Flexible Spending Accounts

03/10/2005 - New Notice of Rights Under the Uniformed Services Employment and Reemployment Rights Act of 1994

03/07/2005 - IRS Issues Executive Compensation Audit Guidelines: What Employers Need To Do Now

01/31/2005 - The Automatic Rollover Rules

01/14/2005 - Nonqualified Deferred Compensation Plan Guidance Under American Jobs Creation Act 04 and Notice 05-1

12/29/2004 - Nonqualified Deferred Compensation Guidance Brings Good News

12/28/2004 - USERRA Modifications

12/01/2004 - Deferred Compensation: Preparing for the Changes

09/21/2004 - Health and Welfare Update

09/07/2004 - Final Incentive Stock Option Regulations

06/01/2004 - HIPAA Privacy Compliance

03/01/2004 - Privacy Regulation Compliance Date Looms Closer for Small Group Health Plans

02/25/2004 - Defined Contribution Plans May Charge Former Employees' Accounts For Administrative Expenses

02/05/2004 - New Privacy Requirements Apply to Employers

12/01/2003 - Mutual Fund Trading Abuses and ERISA's Fiduciary Responsibilities

10/30/2003 - Public Companies, Insider Trading Restrictions and Individual Account Plans

07/17/2003 - EEOC Issues – Good News for Retiree Medical Plans

07/01/2003 - New COBRA Notice Guidance

06/18/2003 - Possible Claims Disruption as HIPAA Compliance Date for Standard Transactions Approaches

06/03/2003 - HIPAA Privacy – It’s Here (Closer Than You Think)

04/23/2003 - Failure to Provide Summary Plan Description Leads to Damages Award

02/03/2003 - Pension Blackout Rules for Individual Account Retirement Plans

01/13/2003 - Consumer Driven Health Plans

11/27/2002 - EGTRRA Amendments May be Required by December 31, 2002

10/22/2002 - 17 - Pension Blackout Rules

09/23/2002 - Compliance Date for Electronic Data Interchange Standards Approaches - Are You Prepared?

04/09/2002 - IRS Suspends 5500 Filing Requirements

02/01/2002 - Serving Two Masters - ERISA Fiduciary Duties Revisted After Enron

01/01/2002 - HIPAA Update

01/01/2002 - To Wrap or Not to Wrap In Light of Privacy

11/15/2001 - IRS Proposes to Tax Incentive Stock Options and Employee Stock Plans

09/01/2001 - Military Leave and the Uniformed Services Employment/Reemployment Rights Act of 1994

09/01/2001 - IRS Provides Guidance Regarding COBRA Liability in Mergers and Acquisitions

08/01/2001 - Increased Portability of Rollovers

08/01/2001 - 457 Plans and the Economic Growth and Tax Relief Reconciliation Act of 2001

07/31/2001 - The Economic Growth and Tax Reconciliation Act of 2001

07/01/2001 - The Economic Growth and Tax Relief Reconciliation Act of 2001 Health and Welfare Plans

06/01/2001 - Fifth Circuit Court of Appeals Raises Potential Problems for Certain Executive Compensation Plans

08/01/2000 - Tax-Sheltered Annuities and the Economic Growth and Tax Relief Reconciliation Act