Overview
Phil Gutwein focuses his practice on employee benefits law. He helps employers and fiduciaries design plans, operate within tax and benefits regulations, structure executive compensation, manage benefits issues during transactions and resolve benefits-related disputes (ERISA and non-ERISA).
ESOPs and Benefits Counseling
Phil represents selling shareholders, employers, trustees, third-party administrators and fiduciary ESOP committees regarding the structure, installation and administration of ESOPs, and counsels on the governance, sale and acquisition of ESOP-owned companies.
Phil also advises on executive and incentive arrangements, including deferred compensation, stock option, retention and severance plans.
Corporate Transactions
During transactions, Phil advises on:- ESOP stock-purchase transactions (both initial and later-stage), and transactions involving the acquisition, sale, merger and restructuring of ESOP-owned companies
- Issues related to employee benefits plans in merger and acquisition transactions, including the assumption, termination, spin-off or adoption of, the conversion of company stock investments in a plan, change-in-control agreements and the allocation of liability (including withdrawal liability)
- Designing corporate transactions to comply with ERISA's sale-of-assets exemption to withdrawal liability
- Managing transactions for the acquisition, sale and closure of businesses dedicated to providing trustee and administrative services to employee benefit plans
Litigation, Government Investigations & Benefits-Related Disputes
Phil represents clients in benefits-related disputes involving both individual plaintiffs and class actions, including:- Claims for benefits of all types (such as short- and long-term disability, medical, life, severance and pension)
- Claims for breach of fiduciary duty
- Claims for benefits-based discrimination (ERISA § 510 claims)
- Claims for equitable relief by or against plans and fiduciaries
- ERISA pre-emption
- Discovery disputes (including those based on ERISA's fiduciary-exception to the attorney-client privilege)
- The alienation of pension benefits
- The qualified status of domestic relations orders
- Claims by multiemployer plans for delinquent contributions and withdrawal liability (in arbitration and litigation)
- Claims under ERISA for attorneys' fees and costs
- ESOP litigation
Phil represents employers before the Internal Revenue Service and Department of Labor in both investigations (such as investigations of ESOP transactions or other qualified retirement plans) and compliance initiatives (such as filings under the IRS' EPCRS program and the DOL's VFCP and DFVCP programs).
Related Legal Services
Credentials
Bar Admissions
Indiana
Court Admissions
Indiana Supreme Court
U.S. Court of Appeals for the Third Circuit
U.S. Court of Appeals for the Sixth Circuit
U.S. Court of Appeals for the Seventh Circuit
U.S. Court of Appeals for the Ninth Circuit
U.S. District Court for the District of Colorado
U.S. District Court for the Central District of Illinois
U.S. District Court for the Northern District of Indiana
U.S. District Court for the Southern District of Indiana
U.S. District Court for the Eastern District of Michigan
U.S. District Court for the Western District of Michigan
U.S. Supreme Court
Education
Indiana University Maurer School of Law
J.D. cum laude, Federal Communications Law Journal (notes editor) (2001)
Wabash College
B.A. magna cum laude (1996)
Insights & Events
Latest
Other Perspectives
- Ethical Challenges for Employee Benefits Professionals
Co-presenter with Gayle Skolnik, Stephanie Boxell and Matthew Kinsman, Luncheon Meeting of the Indiana Benefits Conference, Indianapolis, November 2018 - Recent Developments in ERISA Litigation
Co-presenter with Stephanie Boxell, What's New in Employee Benefits?, ICLEF, Indianapolis, August 2018 - The Interplay Between the Board of Directors and the Trustee of an ESOP Company
Co-presenter, Great Lakes Regional ESOP Conference, The ESOP Association, Sandusky, Ohio, October 2017 - ERISA Litigation: Trends & Developments in Case Law About Employee Benefits Plans
Indiana Benefits Conference, April 2017 - Hot New Legal & Regulatory Issues for ESOPs
Co-presenter, Indiana Chapter of The ESOP Association Annual Conference, March 2017 - Segregation of Terminated Participant Accounts
Co-presenter, The ESOP Association, Las Vegas, November 2016 - Legal Update
Co-presenter, Ohio/Kentucky and Indiana Chapters of The ESOP Association 15th Annual Tri-State Conference, August 2016 - Legal Update: ESOP Litigation & Investigations
Co-presenter, Indiana Chapter of The ESOP Association Annual Conference, March 2016 - Corporate Governance Transitions
Co-presenter, Great Lakes Regional ESOP Conference, Sandusky, Ohio, October 2015 - ESOPs: Legal Update
Louisville Employee Benefits Council, September 2015 - ERISA Litigation: Trends and Developments in Case Law About Benefit Plans
Indiana Benefits Conference, September 2015 - Legal Update
Co-presenter, Ohio/Kentucky and Indiana Chapters of The ESOP Association 14th Annual Tri-State Conference, June 2015 - Legal Update
Co-presenter, Ohio/Kentucky Chapter of The ESOP Association Annual Spring Conference, March 2015 - How Corporate Governance Can Change in an ESOP Company — Corporate Governance Basics
Indiana Chapter of The ESOP Association Annual Conference, March 2015 - Legal Update
Co-presenter, 13th Annual Tri-State Conference, Ohio/Kentucky and Indiana Chapters of The ESOP Association, August 2014 - What Is Corporate Governance?
Corporate Governance Workshop, Indiana Chapter of The ESOP Association, Carmel, June 2014 - How to Protect Your ESOP Against Litigation
Co-presenter, ESOP Association Annual Conference, Indiana Chapter, Indianapolis, February 2014 - Boards of Directors of ESOP Companies
Co-presenter, Las Vegas Conference & Trade Show, ESOP Association, November 2013 - ESOP Legal Issues Update
Co-presenter, 12th Annual Tri-State (Indiana, Ohio and Kentucky) ESOP Conference, ESOP Association, Louisville, Kentucky, August 2013 - Who and What Is a Fiduciary
Co-presenter, Linchpins for ESOP Success Conference, Indiana Chapter of ESOP Association, Carmel, Indiana, February 2013
Firm Blog Contributions
- Spotlight on Benefits – a blog offering practical insight on legal developments which impact benefit plans
Leadership & Community
Professional Associations
- The ESOP Association
- National Center for Employee Ownership (NCEO)
Civic Activities
- St. Thomas Aquinas Church and School — Volunteer
- Broad Ripple Haverford Little League — Volunteer
- Easter Seals Crossroads — Past Board of Directors
- Indiana Benefits Conference — Past Board of Directors
- Golden Hill Neighborhood Association, Inc. — Past Board of Directors
Firm Leadership
- Co-leader, ESOPs Practice Team, 2020-present
Honors
- U.S. District Court for the Southern District of Indiana — Pro Bono Honor Roll, 2016
- Martindale-Hubbell — Peer Review Rating: AV® Preeminent
- Indiana Super Lawyers — Rising Star, Employment Benefits/ERISA, 2011
- Governor's Fellowship, 1996-97
- Sherman Minton Moot Court Competition — Champion, 1999-2000