Brian Giovannini

• Coordinated the spinoff and integration of U.S. employee benefits programs in a $63 billion merger of petroleum subsidiaries into a multinational energy company creating a top-10 global independent oil and gas company.
• Assisted with integration of all U.S. employee benefits programs in a merger that created the largest energy infrastructure company in North America.
• Assisted with employee benefits and executive compensation matters relating to combination of private energy industry client with other entity to create a new public entity with combined value of $3.8 billion.
• Assisted with the integration of employee benefits for both union and non-union employees during $1.89 billion acquisition by an energy industry client.
• Assisted with employee benefits and executive compensation legal matters arising out of $1.6 billion cash and stock merger of a global specialty chemicals supplier.

International Employee Benefits

• Assisted multinational energy client in determining the most cost-efficient method for structuring fringe benefit program for expatriates.
• Developed compensation structure for inpatriate executives of multinational energy client.
• Assisted multinational energy client in determining the eligibility of expatriates to participate in tax-qualified deferred compensation programs.

Executive Compensation

• Drafted stock incentive plans and related award agreements.
• Reviewed and amended nonqualified deferred compensation plans to comply with Code Section 409A.
• Terminated nonqualified deferred compensation plans.
• Corrected nonqualified deferred compensation plans failures.
• Analyzed employment agreements, severance agreements, and top hat plans for legal compliance.
• Advised clients on a variety of compliance questions relating to nonqualified plans.

ERISA Retirement Plans

• Assisted in structuring financing arrangement for leveraged ESOP transactions.
• Converted defined benefit plan to hybrid cash balance plan.
• Merged defined benefit plans.
• Merged defined contribution plans.
• Amended and restated tax-qualified retirement plans to remain compliant with changes in federal law.
• Advised clients on a variety of ERISA and Internal Revenue Code compliance questions.

Governmental Retirement Plans

• Amended and restated tax-qualified retirement plans to remain compliant with changes in federal law.
• Advised clients on a variety of compliance questions under Texas state law and the Internal Revenue Code.

• "What’s Next with SECURE 2.0: Compliance Issues and Voluntary Provisions Update" presenter, Southwest Benefits Association (SWBA) Houston Workshop, February 15, 2024.
• "Ethical Issues when Advising ERISA Plan Sponsors and Plan Fiduciaries", presenter, 2023 Ethics in Employment Law, Houston, November 14, 2023.
• "The Challenges and Pitfalls of Worker Classification for Employee Benefits", panelist, State Bar of Texas Tax Section, June 16, 2023.
• “SECURE 2.0 Act: New Options for Employers,” presenter, Employment Law Updates, Houston, TX, April 27, 2023.
• "SECURE 2.0 - A 360° View in 60 Minutes", Panelist, FORVIS, April 26, 2023.
• "Secure Act 2.0 – Get Up to Speed on What You Need to Know Now", presenter, State Bar of Texas Tax Section, March 21, 2023.
• "Ethical Issues when Advising ERISA Plan Sponsors and Plan Fiduciaries", presenter, Ethics in Employment Law, November 3, 2022.
• “Retirement Plan Cybersecurity—Truth, Justice, and the DOL Way” co-author, Practical Guidance, September 2021.
• "Retirement Plans: Navigating Recent Law Changes & Using Them to Your Advantage," presenter, PKF Employee Benefit Plan webinar, June 25, 2020.
• “How to Protect Your Employees who are ERISA Plan Fiduciaries and Other Employee Benefits Updates,” presenter, Houston Employment Law Update, May 22, 2019.
• “How to Protect Your Employees who are ERISA Plan Fiduciaries: Recent Developments,” presenter, Houston Employment Law Update, May 17, 2018.
• “What to Do When You Receive an Out-of-Network Shakedown Letter,” co-author, HR Magazine, September 2017.
• “Post-PPACA Proposals for Employer-Sponsored Health Coverage,” speaker, ERISA Industry Group, February 14, 2017.
• “The Final Fiduciary Rule: Why it Matters to Plan Sponsors,” speaker, Haynes and Boone Internal CLE, August 31, 2016.
• “Employer Shared Responsibility and the Risks of a Contingent Workforce,” speaker, Annual Employment Law Update, May 18, 2016.
• “Current Developments with the Affordable Care Act and ERISA Fiduciary Litigation,” speaker, Houston Business and Estate Planning Council, April 28, 2016.
• “The Practical Impact on ERISA Plan Fiduciaries of Tibble v. Edison Int’l,” speaker, Haynes and Boone Internal CLE, 2015.
• “Classifying Full-Time Employees Under the Affordable Care Act,” speaker, American Petroleum Labor Lawyers Association Annual Meeting, October 16, 2014.
• “Healthcare Reform: Practical Strategies,” speaker, Haynes and Boone Internal CLE, April 18, 2014.
• “Employment Tax on Settlement Agreements in ERISA Cases,” author, Texas Tax Lawyer, March 2014.
• “Protect Against Derivative ERISA Claims,” author, HR Magazine, January 2014.
• “From DOMA to PPACA: What Needs to Be Done Now With Your Benefit Plans,” speaker, 17th Annual Employment Law Update, September 24, 2013.
• “Minimizing Fiduciary Exposure for Employee Benefit Committee Members,” speaker, Haynes and Boone Internal CLE, April 2, 2013.
• “Fiduciary Responsibility and Liability,” speaker, ASPPA Benefits Council of the Texas Gulf Coast, May 8, 2012.
• “How to Protect Plan Fiduciaries and Satisfy Your Fiduciary Duties under ERISA,” speaker, West Houston Chamber of Commerce, April 5, 2012.
• “ERISA Provisions in Credit Agreements,” speaker, Haynes and Boone Internal CLE, March 15, 2012.
• “ERISA Issues in Corporate Transactions: Fiduciary Liability,” speaker, Haynes and Boone Internal CLE, January 19, 2012.
• “ERISA Fiduciary Review 2011,” speaker, ISCEBS Houston Chapter, December 1, 2011.
• “Tax Benefits and Allocation Issues in Rollovers to Roth IRAs,” author, Texas Tax Lawyer November 2011.
• “Executive Compensation: Current ‘Say on Pay’ Legislation,” speaker, Haynes and Boone Internal CLE, October 13, 2009.