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Ruth Ann Maloney

Ruth Ann Maloney practices in the firm’s tax group with a principal focus on employee benefits and executive compensation matters. She has more than 20 years of experience advising for-profit and non-profit employers on all aspects of employee benefits and executive compensation, including ERISA, tax and labor issues. She works closely with employers to create cost effective and compliant employee benefit programs and to implement incentive and deferred compensation programs to attract and retain key employees. Ms. Maloney assists employers in finding solutions to complex employee benefits issues created by business structure, expansion and contraction, financial pressures and legal and regulatory changes.

Employee Benefit Plans (Design, Implementation, Compliance, Audits, Amendment and Termination)

Ms. Maloney counsels employers on employee benefits issues related to tax-qualified pension, profit sharing and 401(k) plans, health and welfare benefit plans, nonqualified deferred compensation plans and fringe benefit programs. She has extensive experience in employee benefit plan design, implementation, amendments, mergers, spinoffs and termination. She has counseled employers in connection with a broad range of complex employee benefits-related tax and labor issues, including controlled group and affiliated service group analysis, plan qualification, nondiscrimination testing, annuities and funding arrangements, plan administration and legal and regulatory compliance with COBRA, HIPAA, ERISA and other laws affecting employee benefits. She has experience representing employers in Internal Revenue Service, Department of Labor and Pension Benefit Guaranty Corporation audits of employee benefit plans and corrections of employee benefit plan compliance failures.

Mergers and Acquisitions (Employee and Employee Benefits Matters)

Ms. Maloney regularly participates in transactional matters involving business mergers, acquisitions and divestitures as a member of the firm’s transactions team providing employee benefits, ERISA and labor and employment experience in the representation of publicly held and private companies and tax-exempt organizations. In addition to business transactional matters, Ms. Maloney has worked extensively with employers on pre- and post-closing employee in-bound and out-bound benefit plan transition and integration issues. Her transactional work involving tax-exempt organizations has been concentrated in the area of healthcare organizations.

Tax-Exempt Organizations (Employee Benefits, Tax and Corporate Governance)

Ms. Maloney has considerable experience advising tax-exempt entities, including hospitals, physician practice groups and other healthcare organizations, churches and church-related organizations, trade associations and other charitable organizations regarding the unique compensation and benefits challenges that such entities face, including 457(b) and (f) deferred compensation plans and 403(b) annuity plans. She has worked with hospitals and hospital affiliates on developing comprehensive benefit programs and on the integration of physician practice group employees and benefit plans. In addition to employee benefits, Ms. Maloney has advised tax-exempt organizations on matters related to formation, qualifying and maintaining tax-exempt status, governance and compliance.

Executive Compensation (Plan Design and Compliance Matters)

Ms. Maloney assists clients with design, drafting and compliance matters involving all forms of executive compensation, including bonus and other incentive compensation plans, equity and equity-based plans, deferred compensation and retention, change in control and severance plans and arrangements. She has extensive experience advising clients regarding compliance with the deferred compensation tax rules under Section 409A of the Internal Revenue Code.

Professional Experience

Ms. Maloney has lectured on employee benefits and executive compensation matters to several organizations and at legal and business seminars. She is a member of the American and Ohio State Bar Associations, a member of the Worldwide Employee Benefits Network and a former member of the Board of Trustees of The Old Stone Foundation. In 2008, Ms. Maloney was honored by receiving the YWCA’s Woman of Professional Excellence Award. Prior to joining Baker Hostetler, Ms. Maloney worked for a large insurance company where her management responsibilities included pension underwriting and annuity and other investment vehicles for pension funding, and she has also worked for a pension administration and consulting firm.