Mr. Bailey specializes in ERISA and executive compensation. He has extensive experience in the tax and fiduciary requirements of qualified retirement and other employee benefit and executive compensation plans. Mr. Bailey has acted as counsel in connection with the formation of many employee stock ownership plans ("ESOPs") and has also represented lenders in leveraged ESOP transactions. Mr. Bailey is intimately familiar with the special problems that can arise in connection with the qualified retirement plans of medical and other professional service organizations, including "affiliated service groups" of physicians, employee leasing and out-sourcing. He has extensive experience in the areas IRC §§ 403(b) and 457 plans of state and local governments, universities, and charities, welfare benefit plans, including medical plans, "cafeteria" plans, voluntary employees' beneficiary associations ("VEBAs"), employee leasing and co-employment, COBRA, individual retirement accounts, and fringe benefit plans.

Mr. Bailey has handled a large number of cases under the IRS's program for rehabilitating delinquent qualified retirement plans ("EPCRS") and has also handled cases with the U.S. Department of Labor's Employer Benefits Security Administration involving allegations of fiduciary breaches. He is called upon frequently to provide analyses of, and/or recommendations concerning, the tax and ERISA ramifications of business sales and reorganizations on retirement, welfare benefit, and executive compensation plans, and to assess the exposure of lenders and acquirors in connection with pension and welfare benefit plans in proposed loan and merger and acquisition transactions. Mr. Bailey's work in the executive compensation area includes the design, drafting, and provision of tax and legal advice concerning stock option plans, nonqualified deferred compensation, severance pay plans and arrangements, and executive employment agreements. Mr. Bailey has worked extensively in the areas of the IRC § 280G golden parachute and IRC § 162(m) $1 million limitations on executive compensation, as well as the new requirements of IRC § 409A.

Although Mr. Bailey's practice consists primarily of advising employers on the design, drafting, and administration of employee benefit plans and executive compensation, and the handling of such plans in corporate transactions, he also has extensive experience in evaluating ERISA claims in the context of litigation and threatened litigation.

REPRESENTATIVE EXPERIENCE

Representation of former DSC Communications Corp. executive group in Alcatel Alsthorn acquisition.

PUBLICATIONS AND PRESENTATIONS

Consumer-Driven Health Plans--What's the Buzz About, Strasburger Health Industry Online - PDF, March 22, 2006 and related Powerpoint presentation: Health Savings Accounts ("HSA's").

IRC § 409A: The Blob that Swallowed Deferred Compensation, Strasburger & Price, LLP Corporate Counsel Series (February 2005). Click here to access the paper in Adobe PDF.

Qualified Retirement Plans for Small Businesses and Professional Firms (August 2003). Click here to access the paper in Adobe PDF.

ERISA Fiduciary Duties After Enron — Investment in Employer Stock and Other Issues, Strasburger & Price, LLP 2002 Annual Tax Symposium (Dallas and San Antonio, Texas, August 2002).

A Primer on Employee Stock Purchase Plans Under IRC Section 423 (August 2001). Click here to access the paper in Adobe PDF.

IRS Audits of 403(b) "Plans" and Closing Agreements Under Rev. Proc. 99-13, Dallas Bar Association Employee Benefits/Executive Compensation Section (March 2000).

The Alphabet Soup of Equity Compensation, Strasburger & Price, LLP Annual Tax Symposium (August 1999).

Golden Parachutes Under IRC Sections 280G and 4999 — Rules, Strategies, and Tactics, Strasburger & Price, LLP Spring 1999 Corporate Counsel Series (February 1999). Click here for access to paper A Primer on the U. S. Federa; Income Tax “Golden Parachute” Rules and Strategies Commonly Used to Avoid Them in PDF format.

Income and Wealth Transfer Tax Implications of Beneficiary Distribution Options Under Qualified Plans, IRAs, and Executive Compensation, Strasburger & Price, LLP Annual Tax Symposium (November 1998).

ABCs of 404(c): Questions and Answers about Plan Sponsor Compliance, Institutional Investor Defined Contribution Forum (November 1994).

IRS's APRS, VCR, and CAP Programs, San Francisco Area Women Tax Lawyers (July 1994).

A Primer on Participant-Directed Accounts Under the ERISA Section 404(c) Proposed Regulations, A Maxwell McMillan Pension and Profit Sharing Service Special Report (July 1991).

'Complete Discontinuance' of Contributions to a Profit Sharing Plan for Full Vesting Purposes, The Pension Actuary (December 1988).

PROFESSIONAL AFFILIATIONS

Admitted, Texas; Admitted, California; Admitted, U.S. District Court for the Northern District of California.

American Bar Association Tax Section; Texas Bar Association; Western Pension Conference; Southwest Benefits Association; ESOP Association.

EDUCATION

University of California at Berkeley (Boalt Hall), J.D. (Order of the Coif) 1982
Occidental College, A.B. (cum laude) 1974