David H. Williams

Partner

David H. Williams has particular expertise in employee stock ownership plans (ESOPs), other tax qualified retirement plans, health and welfare plans, and executive compensation.

His practice focuses on representation of parties in business mergers and acquisitions; the design, implementation, and administration of employee benefit plans for employers; and representation of retirement plan fiduciaries.

Experience

Mr. Williams' illustrative representations include:

Companies, company owners, ESOP trustees, and lenders in numerous ESOP transactions of all sizes and in all areas of the country
Public and private companies in the design, documentation and administration of a variety of retirement plans
Internal Revenue Service (IRS) and U.S. Department of Labor (DOL) audits of employee benefit plans
Buyers and sellers of companies on employee benefit plan issues
Numerous health care providers, such as nursing homes and home health agencies, on employee benefit plans, executive compensation plans, federal and state regulatory issues, mergers and acquisitions and taxation

Publications

"Pension Protection Act of 2006 – The Impact on Employee Stock Ownership Plans," (Co-Author) Insights (Winter 2007)

"Retirement Plans and the Current Mutual Fund Problem," 401(k) Advisor (April 2004)

Speeches and Presentations

"New Regs — A Tall Order for Cafeteria Plans," Swerdlin & Company Workshop, Atlanta, Ga. (April 24, 2008)

"Executive Compensation and ESOPs," 2008 NCEO/Beyster Institute Employee Ownership Conference, Chicago, Ill. (April 2-4, 2008)

"Cautionary Lessons in Ethics and New Challenges to Professionalism for Corporate Counsel," Association of Corporate Counsel — Georgia Chapter, Atlanta, Ga. (March 11, 2008)

"ESOPs and 401(k) Plans — Some Observations," 2008 ESOP Southeast Regional Conference, Charlotte, N.C. (March 7, 2008)

"Shareholders Selling Their Holding Company Stock to an Employee Stock Ownership Plan (ESOP)," Tennessee Bankers Association Executive Management Conference, Pebble Beach, Calif. (January 27, 2008)

"ESOP Technical and Legal Issues," (Panel Speaker) National Center for Employee Ownership (October 30, 2007)

"Repurchase Liability," (Speaker) ESOP Conference, New South Chapter of the ESOP Association, Orlando, Fla. (October 5, 2007)

"What's New With Section 409A of the Internal Revenue Code," (Speaker) ASPPA 2007 Benefits Conference of the South, Atlanta, Ga. (September 20-21, 2007)

"Repurchase Liability," (Moderator) New South Chapter of the ESOP Association, Atlanta, Ga., (July 26, 2007)

"The Impact Of The Pension Protection Act Of 2006 On ESOPs," The New South Chapter of the ESOP Association, Atlanta, Ga. (December 2006)

"Investing The Cash In Your ESOP," The ESOP Association, Las Vegas, Nev. (November 2006)

"Nonqualified Deferred Compensation Under the New Code §409A Regulations," ASPPA 2006 Benefits Conference of the South, Atlanta, Ga. (March 2006)

"Stock-Based and Other Types of Executive Compensation At An ESOP Company," 2006 ESOP Southeast Regional Conference, Charlotte, N.C. (March 2006)

"Using S-Corporation ESOPs and Other Benefit Plans to Drive MBOs, Divestitures and Going Private Transactions," Capital City Country Club – Brookhaven, Atlanta, Ga. (August 2005)

"Selling An Unwanted Division Or Subsidiary Of A Company Through The Use Of An Employee Stock Ownership Pan — The Latest Techniques," The ESOP Association Southeast Regional Conference, Peachtree City, Ga. (February 2005)

"Tax Treatment Of Non-Qualified Deferred Compensation Plans," Swerdlin & Company Workshop, Atlanta, Ga. (February 2005)

"Your Retirement Plan: Who's Minding the Store?" Fiduciary Issues and DOL Considerations,” Schiff Hardin LLP Seminar, Chicago, Ill. (October 2004)

"Retirement Plans and Investment Options – What Fiduciaries Need to Know," Lenoir/Ross Consulting Group of Wachovia Securities Seminar, Memphis, Tenn. (April 2004)

"Regulatory Considerations," First Mercantile Trust Company Seminar, Memphis, Tenn. (April 2004)

"Dealing With ESOPs In Financially Troubled Companies," Southeast Regional ESOP Association Meeting Conference, Charleston, S.C. (February 2004)

"ESOP Life Cycle Issues: What Happens If An Offer Is Made To Purchase The Company?" Southeast Regional ESOP Association Meeting Conference, Charleston, S.C. (February 2004)

"New IRS Regulations Affecting ESOPs," Atlanta, Ga. (October 2003)

"Recent NYSE and NASDAQ Rules Regarding Corporate Governance," The New South Chapter of the ESOP Association, Atlanta, Ga. (June 2003)

"Law Changes: An Ever Changing Landscape," First Mercantile Trust Consultant Seminar, Memphis, Tenn. (March 2003)

"Benefits Boot Camp — An Employee Benefits 101," Atlanta Chapter of Worldwide Employee Benefits Network, Atlanta, Ga. (January 2003)

"Sarbanes-Oxley Act of 2002," and "The Use of Assets in Other Defined Contribution Retirement Plans to Finance ESOP Transactions," The New South Chapter of the ESOP Association, Memphis, Tenn. (October 2002)

"Form 5500: What You Need To Know To File," Lorman Education Services, Atlanta, Ga. (September 2002)

"The Conference on the Impact of Enron," Emory University, Atlanta, Ga. (May 2002)

"Enron — The Implications," New South Chapter of the ESOP Association, Atlanta, Ga. (April 2002)

"ESOP Trustees and Fiduciary Issues," Southwest Regional ESOP Meeting, St. Pete Beach, Fla. (February 2002)

"ESOP" Provisions in the Economic Growth and Tax Relief Reconciliation Act of 2001," New South Chapter of the ESOP Association, Atlanta, Ga. (August 2001)

"Financing Issues for ESOP's," (Speaker and Moderator) Southeast Regional ESOP Association Meeting, Charleston, S.C. (March 2001)

"Minimizing Employer Exposure to Fiduciary Liability in a Bear Market," Investor Press DC Visionary Roundtable, Charlotte, N.C. (September 2000)

"The Use of Employee Contributions to an ESOP to Buy Qualifying Employer Securities," Southeastern Regional Conference of the ESOP Association, Biloxi, Miss. (February 2000)

"Legal Issues in Recent Executive Compensation Trends," Corporate Counsel Law Section, State of Georgia, Atlanta, Ga. (December 1999)

"Seller Financing in Leveraged ESOP Transactions," Georgia Chapter of The ESOP Association, Atlanta, Ga. (October 1999)

"ADA (Americans with Disabilities Act) and FMLA (Family Medical Leave Act)," (Panel facilitator) WEB Atlanta, Atlanta, Ga. (May 1999)

"IRS-DOL Issue Update — What To Watch For," The Southeast Chapters of The ESOP Association, Orlando Fla. (February 1999)

"ESOPs and S Corporations," Georgia ESOP Association, Atlanta, Ga. (October 1998)

"ESOPs for S Corporations," Georgia ESOP Association, Atlanta, Ga. (March 1998)

"Program on Employment Law, Labor Relations and Employee Benefits," Hunton & Williams, Richmond, Va. (November 1997)

"Health Insurance Portability and Accountability Act of 1996," Atlanta, Ga. (May, 1997)

"ESOPs" Georgia ESOP Association, Stone Mountain, Ga. (April 1997)

"Legislative Update: Looking Ahead to 1996," Working in Employee Benefits, Atlanta, Ga. (December 1995)

"Selected Valuation Issues Affecting ESOP's," National Trust Closely Held Business Workshop, Jekyll Island, Ga. (1993)

"Developing Programs to Better Manager & control the Costs of Medical Health Care Benefits," Steel Service Center Institute/Foundation for Continuing Education, Atlanta, Ga. (1992)

"Health Care and Corporate America in the 1990s — the Problem and Some Solutions," Atlanta Association of Health Underwriters, Atlanta, Ga. (1992)

"Employee Stock Ownership Plans," 1992 NATA National Training Conference (Managing Fiduciary Risk in a Changing Environment), San Antonio, Texas (1992)

"Your Pension Plans and ESOPs — HCFA, DOL and IRS Compliance Issues," American Federation of Home Health Agencies, Inc. Annual Winter Conference, Amelia Island, Fla. (1992)

"Cafeteria Plans," Martin E. Segal Company/Employers Council on Flexible Compensation Flexible Benefits Conference, Atlanta, Ga. (1992)

"ERISA Litigation: Emerging Trends Affecting ESOPs," (Panelist) The ESOP Association 1991 Convention: Equity Security Opportunity Productivity, Washington (1991)

"Labor Relations and Employee Benefits," Hunton & Williams Program on Employment Law, Richmond, Va. (1991)

"The Use of ESOPs, Corporate Finance Transactions and Special Considerations in ESOP Loan Workouts," American Bar Association Annual Meeting, Atlanta, Ga. (1991)

"Health Care and Corporate America in the 1990s — The Problem and Some Solutions," Georgia Association of Health Underwriters Second Annual Sales Symposium, Atlanta, Ga. (1991)

"Non-Qualified Executive Compensation Plans," Atlanta, Ga. (1991)

"Leveraged Employee Stock Ownership Plans (ESOP)," Atlanta Bar Association, Atlanta, Ga. (1991)

"Washington Legislative and Regulatory Update," (Panelist) C&S Sovran Trust Company 1991 Master Trust Conference, Williamsburg, Va. (1991)

Awards and Honors

Georgia Super Lawyers, Employee Benefits

AV Peer Review Rated, Martindale-Hubbell

Education

Ohio State University — Moritz College of Law (J.D. cum laude, 1973)

Columbia University (M.A., Political Science, 1969)

Denison University (B.A., History, cum laude, 1967)

Teaching Appointments

Adjunct Professor, University of Georgia School of Law (1995 - 1997)

Professional Memberships

American Bar Association

Atlanta Bar Association

ESOP Association
American Society of Pension Actuaries

ASPA Benefits Council of Atlanta
Board of Directors (1998-1999)

Civic and Charitable Memberships

Mr. Williams has held leadership positions in numerous Republican Party campaigns, in addition to his current and former involvement in the following organizations.