Ronald C Stansbury

Practice Areas

• Employee Benefits & Executive Compensation

• ESOPs

• Nonprofit Organizations

Career

Ronald Stansbury practices in the area of employee benefits and executive compensation. Ron represents entities ranging from publicly and privately held corporations to tax-exempt entities – including their boards of directors and trustees and compensation committees – to individual executives and executive teams. He partners with clients to develop and revise executive compensation arrangements and employee benefit plans in multiple situations, including within the context of initial public offerings, mergers, and acquisitions.

Ron has amassed a wealth of experience over his more-than-four-decade legal career, including having chaired the employee benefits committee of a major regional law firm for more than 20 years. In this role, Ron worked closely with senior human resources executives and other members of management to resolve compensation, employee benefits, and related issues from the employer perspective rather than merely as an outside consultant. Ron also has served in the employer role as board chair of a local private school. He recently served on the board of the local chapter of a major charitable organization including serving as chair during its merger with the national organization.

Ron’s ESOP experience includes a billion-dollar private placement and a billion-dollar public offering for a large ESOP, ESOPs of public companies funded with defined benefit plan surplus, collectively bargained ESOPs with joint labor/management boards of trustees, establishing 100% S corporation ESOPs for closely held businesses, and analyzing alternative ESOP plan structures and defending sponsors of ESOPs in connection with IRS and Department of Labor audits and investigations.

Ron’s experience in the health and welfare benefit area includes working with employers and others in the establishment and maintenance of individually designed self-insured major medical plans, PPOs, dental plans, cafeteria plans, and long-term disability plans. Ron also advises the employer sponsors of such plans regarding all manner of operational issues and legal compliance, including Affordable Care Act and HIPAA compliance, as well as the establishment and compliance of numerous voluntary employee beneficiary associations (VEBAs). In addition, Ron has assisted an employer coalition covering over two million individuals in negotiating pharmacy benefit manager (PBM) agreements with two national PBMs.

Ron’s experience in the nonprofit area includes advising benefit plan fiduciaries and officers and directors of tax-exempt entities concerning governance and fiduciary issues.

Professional Memberships

• Internal Revenue Service TE/GE Advisory Council, Great Lakes Region, Emeritus Member

• Worldwide Employee Benefits Network (WEB), Cleveland Chapter

• Ohio Employee Ownership Center

• Cleveland Law Library Association: Board of Directors, Vice President; Strategic Planning Committee, Chair

Experience

• Develops and negotiates employment agreements for CEOs and their direct reports of publicly traded, privately held, and tax-exempt entities

• Provides consultations with and represents members of senior management and compensation committees in connection with initial public offerings and in connection with mergers and acquisitions of publicly traded and privately held for-profit businesses, tax-exempt hospitals, and other taxable and non-taxable entities

• Establishes and provides consultation on ongoing legal compliance and transactional issues for ESOPs for both publicly traded and privately held companies, including: (1) structuring and implementing a 100% ESOP transaction involving bank financing and subordinated seller financing; (2) representation of a partially ESOP-owned company in connection with the sale of the company and termination of the ESOP; and (3) developing and implementing a strategy to unwind an ESOP where ownership strategy of the company’s individual owners changed after establishment of the ESOP

• Establishes and provides consultation on ongoing legal compliance of defined benefit, 401(k), and similar tax-qualified retirement plans

• Establishes and provides consultation on ongoing legal compliance of tax-favored welfare benefit plans, including IRC Section 125 cafeteria plans, self-insured PPOs, other medical and dental plans, and long- and short-term disability plans

• Establishes and provides consultation on ongoing legal compliance of executive compensation and incentive plans, including omnibus incentive equity plans, stock option plans, deferred compensation plans, phantom stock and stock appreciation rights plans, restricted stock unit (RSU) and performance share unit (PSU) plans, and split-dollar life insurance plans

• Provides legal counsel in the establishment and compliance of benefit plans for tax-exempt and governmental employers, including plans subject to IRC Sections 403(b), 457(b), and 457(f)

• Assists clients in understanding their obligations and avoiding costly penalties through guidance and interpretation of the Affordable Care Act

Education