Practice Areas
Practice Accolades
Listed, Employee Benefits & Executive Compensation (various states) in Chambers USA (2009)
Listed, Labor and Employment: Employee Benefits & Executive Compensation in The U.S. Legal 500 (2009)
Honors + Affiliations
Member, Tax Section, American Bar Association
Bar Admissions
- District of Columbia
- California
Court Admissions
- U.S. Supreme Court
- U.S. Court of Appeals for the District of Columbia Circuit
- Washington, D.C.
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1111 Pennsylvania Ave., NW
Washington, DC 20004-2541
Phone: 202.739.5608
Fax: 202.739.3001
- San Francisco
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One Market, Spear Street Tower
San Francisco, CA 94105-1596
Phone: 415.442.1000
Fax: 415.442.1001
Benjamin I. Delancy is a partner in Morgan Lewis's Employee Benefits and Executive Compensation Practice. Mr. Delancy's practice focuses on executive compensation, including equity compensation, nonqualified deferred compensation, and change-of-control agreements; qualified retirement plans; and health and welfare programs. His clients include numerous energy companies and companies in the financial and technology industries.
Mr. Delancy has experience with benefits program design, dispute resolution, plan investment issues, and fiduciary compliance. He also advises clients regarding their compliance with the Internal Revenue Service, Department of Labor, and Securities and Exchange Commission guidelines, which are applicable to executive compensation arrangements, specifically Internal Revenue Code § 409A, performance-based compensation; Code § 162 (m), golden parachute payments (Code § 280G); disclosure issues (Item 402 S-K); Sarbanes-Oxley compliance; and other corporate governance requirements.
Prior to joining Morgan Lewis, Mr. Delancy was a partner at a national law firm, where he focused on employee benefits matters.
Mr. Delancy is a frequent speaker on topics ranging from "New ERISA Risks for Directors and Officers" to "Employee Benefit Issues in Utility Restructuring" and "Current Developments in Executive Compensation."
Mr. Delancy earned his J.D., with high honors, from the University of Georgia School of Law, where he was named to the Order of the Coif and was a member of the law review editorial board. He earned his B.A., with honors, from Dartmouth College.
Mr. Delancy is admitted to practice in the District of Columbia and California and before the U.S. Supreme Court and the U.S. Court of Appeals for the District of Columbia Circuit.
Selected Representations
Note: This list includes deals that were not completed at Morgan Lewis.
- Advised directors and officers of numerous energy companies regarding compliance with new corporate governance rules, including the Sarbanes-Oxley Act, new executive compensation disclosure requirements, and stock exchange requirements.
- Advised and audited public companies practices regarding increased the risks of holding company stock in retirement plans.
- Advised public companies regarding employee plan issues, including ESOP and pension plan issues, in connection with restructuring and divestitures.
- Advised the officers of an acquired publicly held utility in connection with renegotiated change-of-control agreements and Rabbi trust issues.
- Advised public and private companies regarding executive compensation issues arising in bankruptcy.
- Advised public and private companies in connection with executive compensation and employee benefit issues arising in mergers, acquisitions, and joint ventures.
- Advised publicly held and private companies in designing and implementing equity and cash incentive compensation plans.
- Advised privately held companies, including U.S. subsidiaries of foreign entities, in designing and implementing individual compensation arrangements, both equity and cash, for key employees.
- Assisted publicly held and private companies in designing and drafting welfare plan documents.
- Assisted publicly held and private companies in designing and drafting retirement plans, including cash balance plans.
- Assisted publicly held and private companies in obtaining approval for curing various retirement plan compliance problems through the IRS voluntary compliance programs.
- Represented employers and employee plans in connection with IRS employee plan audits.
Education
- University of Georgia School of Law, 1977, J.D., With High Honors
- Dartmouth College, 1973, B.A., With Honors