Ann M. Caresani

Partner

Cleveland
T +1.216.861.6294
F +1.216.696.0740

Overview

Ann Caresani is a trusted advisor to business owners, board members, executives, in-house counsel and professional service advisors. As a business attorney and certified public accountant with an M.B.A., Ann has the business perspective needed to assist clients with their strategic objectives such as business succession planning and mergers and acquisitions. She works closely with her BakerHostetler colleagues with various areas of expertise to ensure that clients’ needs are timely and efficiently met.

Ann focuses her practice on employee retirement and health and welfare benefits, ERISA, employee stock ownership plans (ESOPs), and executive compensation. She counsels employers on the design, administration, problem resolution and termination of their employee benefit and executive compensation programs. Ann also represents parties in ERISA litigation, ranging from matters such as class action pension claims, breach of fiduciary duty and prohibited transaction claims, to bankruptcy trustee claims involving 403(b) plan assets.

Ann is Band 2-ranked in Chambers USA 2019 for her work in Employee Benefits & Executive Compensation (Ohio), where sources note that she is "adept at applying the law to unique circumstances and driving towards strategic goals." Clients describe her as "responsive and knowledgeable," and add: "Her communication skills are first-rate."

Select Experience

Qualified Retirement Plans
  • Represented a 401(k) plan sponsor in protracted, contentious Department of Labor Employee Benefits Security Administration investigation and IRS audit alleging various fiduciaries breaches and prohibited transactions.
Health & Welfare
  • Counseled a non-profit chamber of commerce regarding the establishment of a non-plan self-funded multiple employer welfare arrangement compliant with ERISA, the Affordable Care Act and state insurance law.
Executive Compensation
  • Developed strategies to resolve an equity seller’s Code Section 409A problems impeding closing of sale of the business.
More »

Experience

Qualified Retirement Plans
  • Represented a 401(k) plan sponsor in protracted, contentious Department of Labor Employee Benefits Security Administration investigation and IRS audit alleging various fiduciaries breaches and prohibited transactions.
  • Represented a board member and former 100% shareholder in resolving a corporate governance and ERISA fiduciary liability dispute with an ESOP company.
Health & Welfare
  • Counseled a non-profit chamber of commerce regarding the establishment of a non-plan self-funded multiple employer welfare arrangement compliant with ERISA, the Affordable Care Act and state insurance law.
  • Advised publicly held companies, privately held companies, non-profits and third-party administrators regarding evolving health care law, including federal agency positions and initiatives, and help develop self-funded plan compliance strategies, under laws such as the Internal Revenue Code, Consolidated Omnibus Budget and Reconciliation Act, Health Insurance Portability and Accountability Act, Patient Protection and Affordable Care Act, Mental Health Parity and Substance Abuse Equity Act, GINA, Americans with Disabilities Act, Age Discrimination in Employment Act, Fair Labor Standards Act, and Family and Medical Leave Act.
Executive Compensation
  • Developed strategies to resolve an equity seller’s Code Section 409A problems impeding closing of sale of the business.
  • Advised a Fortune 500 company regarding negotiating with a retiring CEO regarding executive compensation while remaining compliant with various Code requirements.
  • Advised senior executive of a non-profit organization regarding Code Section 409A and 457 problems with a deferred compensation arrangement, and potential resolution.
Mergers & Acquisitions
  • Advise publicly held companies, private equity firms, and strategic buyers regarding risks associated with employee benefits, including controlled group ERISA withdrawal liability exposure associated with multi-employer plans, and controlled group ERISA pension plan funding liability with the Pension Benefit Guaranty Corporation.
  • Advised a corporation and its sole shareholder regarding sale of the business to the employees in a 100% employee stock ownership plan (ESOP) transaction.
ERISA Litigation
  • Represented a Fortune 500 company in a suit against the pension plan third-party administrator that allowed embezzlement and overpayments to drain trust assets.
  • Represented a major non-profit health care system in ERISA top hat plan litigation regarding Code Section 457(f) deferred compensation.
  • Represented a former union president in ERISA litigation regarding a union welfare benefit plan brought by the Department of Labor Employee Benefits Security Administration.

Recognitions and Memberships

Recognitions

  • Chambers USA: Employee Benefits & Executive Compensation in Ohio (2013 to 2019)
    • Band 2 (2015 to 2019), Band 3 (2013 to 2014)
  • The Best Lawyers in America® (2015 to 2019)
  • Ohio "Super Lawyer" (2016 to 2019)
    • Ohio Super Lawyers "Rising Star" (2005)
  • YWCA of Greater Cleveland: Women of Professional Excellence Award (2009)

Memberships

  • American Bar Association
  • Cleveland Metropolitan Bar Association
    • Treasurer and Fiscal Policy Committee Chair (2017 to present)
    • Board of Trustees: Fiscal Policy Committee Member (2014 to 2017)
    • 3Rs Volunteer
    • Women Honoring Women: Co-Chair (2014)
    • Women in Law Section: Chair (2012 to 2013)
  • Cleveland Metropolitan Bar Foundation: Fellow
  • Worldwide Employee Benefits Network
    • Cleveland Chapter Steering Committee: Vice President
  • Women in Pensions Network

Community

  • National Center for Employee Ownership
  • Ohio Employee Ownership Center
  • The ESOP Association
  • Society for Human Resource Management (SHRM)
    • Cleveland Chapter: Total Rewards Committee
  • Advisory Committee on Tax Exempt and Government Entities: Great Lakes Region Member

Admissions

  • U.S. Court of Appeals, Sixth Circuit
  • U.S. Bankruptcy Court, Northern District of Ohio
  • U.S. Bankruptcy Court, Southern District of Ohio
  • U.S. District Court, Northern District of Ohio
  • U.S. District Court, Southern District of Ohio
  • Ohio

Education

  • J.D., Cleveland-Marshall College of Law, 1994, magna cum laude
  • M.B.A., Cleveland State University, 1993
  • B.B.A., Cleveland State University, 1988