Brian Giovannini

Practices

Education and Clerkships

J.D., University of Texas at Austin School of Law, 2008, with honors; Board of Advocates; semifinalist 2006 Gardere Novice Mock Trial Competition

B.A., University of Houston, 2005, cum laude; (graduated from Honors College)

Certificate in Italian Language, Università per Stranieri di Siena, 1994

Bar Admissions

Texas, 2008

Court Admissions

U.S. Tax Court, 2012

Languages

English

Italian

Profile

Brian Giovannini has served as a trusted advisor and benefits counsel to a diverse array of clients—from local governments to members of the Fortune Global 500. Brian’s clients have come to value his in-depth technical knowledge and analytical skills as he guides them in developing their employee benefits and compensation packages.

Before devoting himself to the law, Brian was a nationally-distributed cartoonist and award-winning graphic designer.  Brian still leverages that creativity in his day-to-day legal practice—whether he’s uncovering a novel solution to his client’s urgent compliance problem, or designing a new type of integrated bonus-pool compensation structure oriented to the client’s business needs.  Brian has assisted clients with solving a broad range of benefits-related challenges—from terminating an ESOP to negotiating a Department of Labor investigation to redesigning an integrated global benefit structure.

With a background in teaching and public-speaking, Brian presents complex benefits issues in a simple and straightforward manner.  Brian frequently lectures to industry groups, and his clients regularly invite him to train their executives and managers to be ERISA fiduciaries.  In response to a recent lecture to the American Petroleum Labor Lawyers Association, one attorney wrote, “I think you all did a great presentation last week. A benefits presentation has never stirred up so much excitement.”

Brian is passionate about animals.  When he is not working on client matters, he serves on the Board of Directors of International Primate Protection League, an organization that operates a gibbon sanctuary, funds primate rehabilitation, and fights against poaching and the illegal trade in primates.


Representative Matters

  • Wood Group E & PF Holdings, Inc. in the Acquisition of Elkhorn Holdings, Inc.

    Represented Wood Group E & PF Holdings, Inc. in the acquisition of Elkhorn Holdings, Inc., an S-Corporation which was 100 percent owned by an employee stock ownership plan and trust in its acquisition of all of the common stock pursuant to a purchase of shares and a redemption of shares by the target corporation.


Presentations and Lectures

  • Classifying Full-Time Employees Under the Affordable Care Act
    -American Petroleum Labor Lawyers Association Annual Meeting • October 16, 2014

  • Healthcare Reform: Practical Strategies
    -Haynes & Boone Internal CLE • April 18, 2014

  • From DOMA to PPACA: What Needs to Be Done Now With Your Benefit Plans
    -17th Annual Employment Law Update • September 24, 2013

  • Minimizing Fiduciary Exposure for Employee Benefit Committee Members
    -Haynes & Boone Internal CLE • April 2, 2013

  • Fiduciary Responsibility and Liability
    -ASPPA Benefits Council of the Texas Gulf Coast • May 8, 2012

  • How to Protect Plan Fiduciaries and Satisfy Your Fiduciary Duties under ERISA
    -West Houston Chamber of Commerce • April 5, 2012

  • ERISA Provisions in Credit Agreements
    -Haynes & Boone Internal CLE • March 15, 2012

  • ERISA Issues in Corporate Transactions: Fiduciary Liability
    -Haynes & Boone Internal CLE • January 19, 2012

  • ERISA Fiduciary Review 2011
    -ISCEBS Houston Chapter • December 1, 2011

  • Executive Compensation: Current "Say on Pay" Legislation
    -Haynes & Boone Internal CLE • October 13, 2009

Professional and Community Activities

  • Texas Bar Association (Tax Section) 
  • Houston Bar Association 
  • Society for Human Resource Management 
  • HR Houston

Selected Client Representations

  • Amended and restated defined benefit, cash balance, ESOP and 401(k) plans to remain compliant with recent changes in federal law including EGTRRA, PPA, WRERA and the HEART Act. Restated plans in conjunction with cyclical determination letter submissions.
  • Assisted clients with correcting multiple plan failures by submission through the Voluntary Correction Program (VCP) established by the IRS. Counseled clients through all steps of the process including determining the proper methods for implementing operational compliance and correcting for past noncompliance. Representative sample of plan failures include participation by ineligible employees, improper plan loan, non-amender, incorrect service-crediting, failure to make the required minimum distributions, and administering the plan using a different benefit formula than in the plan document.
  • Reviewed and amended nonqualified deferred compensation plans to comply with Code Section 409A. Counseled clients on recommendations to retain compliant nonqualified plans and on the process for terminating nonqualified plans.
  • Assisted clients in developing ERISA provisions for multiple credit facilities.
  • Drafted successor defined benefit plan to cover employees acquired as the result of an asset acquisition.
  • Converted defined benefit plan to hybrid cash balance plan.
  • Assisted client in determining the most cost-efficient method for structuring fringe benefit program for expatriates.
  • Assisted client in determining the eligibility of expatriates to participate in tax-qualified deferred compensation programs.
  • Analyzed for legal compliance employment agreements, severance agreements, and top hat plans for executives, officers, and other key employees.
  • Analyzed mandatory arbitration clauses for Texas non-subscribers to Workers Compensation.
  • Analyzed questions relating to common control of multiple employer welfare agreement (MEWA) and the determination of when a MEWA is fully insured.
  • Revised the master trust for voluntary employees' beneficiary association (VEBA).

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