JOHN J. SOHN

Professional Experience

Senior Associate, responsible for:

Designing employee benefit plans, including:
- qualified retirement plans and tax-sheltered annuities;
- nonqualified deferred compensation; and
- health and welfare plans (and related funding arrangements such as VEBAs).
Drafting plan documents.
Negotiating with IRS to obtain favorable IRS determination letters for all types of qualified retirement plans.
Representing clients during IRS, DOL, and PBGC audits of employee benefit plans.
Counseling clients on employee benefit issues.
Responsible for all aspects of ERISA Title I investment matters, including prohibited transaction exemptions, trading, custody, registered investment advisers and retirement platforms.
Responsible for the overlap between securities law and ERISA.

Established and maintained ERISA compliance policies and procedures for Legg Mason registered investment advisers, trust company and bank CIFs, fund distributors and financial intermediaries.
Advised and supported institutional ERISA and governmental plan business, negotiated investment advisory agreements with plan entities, reviewed institutional sales literature and pitch books, and advised on best execution and securities trading issues.
Developed products, addressed operational issues, drafted disclosure documents and provided ERISA advice to mutual fund, retail asset management (wrap-free and fee-plus-commission programs), 3(c)(1) and 3(c)(7) private funds, and variable annuity businesses.
Served as primary legal counsel for Legg Mason's retirement business, worked on marketing campaigns and assisted in development of "value added" tools and materials designed to assist financial advisors and registered investment advisers selling DC plan-related investment products.

Associate General Counsel:

Advised internal committees and fiduciaries on plan governance, benefit appeals, class actions and civil litigation, as well as plan investments. Also managed quarterly meeting and minutes.
Drafted and maintained plan documents for all types of compensation and benefit plans, including Citigroup's cash balance, pension and DC plans. Prepared IRS determination letter submissions.
Provided guidance on document-related and operational issues arising under all plans. Also assisted in preparation of Forms 5500, annual compliance testing, and internal audit reviews.
Worked on M&A due diligence reviews, managed post-merger integration projects and administrative conversions of acquired plans, and calculated IRC 280G excise tax penalties.
Reviewed and prepared SPDs and SMMs, SARs, prospectuses for equity plans, compensation tables and summaries in proxy statements, and participant notices and communications.
Negotiated contracts with health and welfare insurance carriers, third party administrators, investment managers and other service providers.
As recognized firm-wide ERISA expert, provided advice with respect to ERISA clients of subsidiary businesses, including registered investment advisers, broker-dealers and national banks.

Director, Global Human Resource Solutions:

Provided tax and compensation/benefits consulting services in firm's Legal & Regulatory group, and duties included oversight and staffing responsibilities for project teams.
Drafted defined benefit and "hybrid" retirement plans, including cash balance and pension equity plans, and implemented conversions from traditional DB plans.
Performed voluntary audits of DC and DB plans, identified operational errors, developed procedural safeguards, and negotiated corrective action with IRS under VCR/EPCRS programs.
Conducted legal and financial due diligence for M&A-related benefit transactions, provided golden parachute tax analyses, and performed actual 280G excise tax and gross-up calculations.

Advised on all aspects of compensation and benefits-related work supporting firm's Corporate, Banking, Tax and Litigation practices.
Areas of responsibilities included mergers & acquisitions, executive compensation, private equity funds, tax-qualified plans, Title I fiduciary matters and potential prohibited transactions.

Advised on all aspects of compensation and benefits-related work supporting firm's Corporate, Banking, Tax and Litigation practices.
Areas of responsibilities included mergers & acquisitions, executive compensation, private equity funds, tax-qualified plans, Title I fiduciary matters and potential prohibited transactions.

Harvard Law School (cum laude), Cambridge, MA. Juris Doctor degree, 1994

Harvard College (graduated with honors), Cambridge, MA. Bachelor of Arts degree, Economics, 1991

"DOL Proposes New Regulations for Investment Advice," (PDF) 401(k) Advisor, April 2010
"A Plan Sponsor's Fiduciary Duties Under ERISA: With Great Responsibility Comes Great Potential Liability," (PDF) 401(k) Advisor, February 2010
"Best Practices Evolving from 401(k) Fee Litigation" (PDF), Marcia Wagner and John Sohn, 401(k) Advisor, February 2010
"ERISA Viewpoint: Make the Most of Auto-Enrollment Rules – Taking Advantage of the QDIA, ACA, EACA and QACA Standards." Legg Mason's The Retirement Edge, Fall 2008.
"ERISA Viewpoint: Participant Education Can reduce the Employer's Risk." Legg Mason's The Retirement Edge, Summer 2008.
"ERISA – An Overview for Investment Advisers." Internal presentation to Legg Mason's Americas Compliance Examination department, January 2008.
"ERISA Essentials." Internal presentation to Legg Mason's annual conference for Chief Compliance Officers, September 2006.
Citigroup's Comments to Proposed regulations Under IRS Section 411(b)(1)(H) – Relief Requested for Cash Balance Plans and Other Hybrid Plans, March 2003.
"Credit Risks Associated With Underfunded Pension Plans." Speaker and panelist with representatives from Salomon Smith Barney and Bingham McCutcheon for event with over 200 attendees. March 2003.