Georgeann G. Peters

Experience

Executive Compensation

• Instructed a major healthcare system during the departure and evaluation process of a departing CEO. Advised the organization on its obligations in terminating the executive, prepared an agreement for use with an interim CEO and prepared severance agreements for the departing CEO to ensure that the termination would not have legal ramifications.
• Advised on and prepared new omnibus equity compensation plans designed to give an energy services company, a global publicly traded company and an American manufacturing corporation the ability to provide stock-based compensation instruments for executives, directors and the broader employee base.
• Advised multiple publicly traded oil and gas clients regarding compliance with Internal Revenue Code 162(m) requirements.
• Assisted an energy services company with an internal investigation that led to the termination of an executive officer and two management employees.

Mergers and Acquisitions

• Assisted in the merger of two of the nation’s largest healthcare systems, conducting due diligence and strategic risk analysis related to employee benefits and executive compensation. Worked with both organizations to evaluate transition strategies and, ultimately, the migration to a common platform for employee benefits across the new system, including the evaluation and design of executive compensation programs, structuring and documenting retention incentives, designing and implementing reduction-in-force severance programs, and analyzing existing executive obligations.
• Has more than 25 years’ experience assisting a large, public company in the healthcare sector with multiple acquisitions and divestitures, from due diligence through full integration, including strategies for the assimilation of diverse workforces, plans and programs; addressing “golden parachute” issues; and providing transition services platforms and alternatives.
• Advised two healthcare systems during a transaction in which the smaller system was acquired by the larger one. Performed diligence, deal structuring, transition services and risk mitigation to ensure the seamless assimilation of employees throughout the acquisition, guaranteeing that the appropriate plans and programs would be worked into the organizational structure of the newly formed healthcare system.

Traditional Retirement Plans

• Led the BakerHostetler team engaged to assist an automotive industry client with a new “de-risking” approach for traditional pension benefits involving the spin-off liabilities and assets of active employees to a new plan, which would then be terminated in order to offer employees lump sum cash-out payments for their pension benefits. Advised the company on the structure, the employee communications and other legal requirements, and prepared the plan and corporate documents to accomplish the proposed strategy.
• Has years of experience with all types of retirement plans, including pensions, 401(k)s, 403(b)s and nonqualified deferred compensations subject to Internal Revenue Code Sections 409A, 457(b) or 457(f). Recently assisted a public company client with consolidating its pension, 401(k) and deferred compensation plans to streamline administration and simplify plan compliance testing procedures, as well as institute best-in-class fiduciary oversight of plan administration and asset management activities.

Health and Welfare Plans

• Has more than 20 years’ experience representing Multiple Employer Welfare Arrangements (MEWAs), including having secured licensing in multiple states for several trade associations and industry groups sponsoring MEWA plans.
• Assisted both existing clients, including MEWA clients, and several new industry groups in developing strategies to comply with the Affordable Care Act on a cost-effective basis.

Memberships

• American Bar Association
• Ohio State Bar Association
• Columbus Bar Association

Community

• Capital University Law School Board of Counselors: Former Chair and current Chair’s Council Member
• American Heart Association: Circle of Red Member
• Kings Arts Complex: Board of Directors (former member)