Eric R. Keller
Partner, Tax Department
Washington, D.C.Phone: 1(202) 551-1770
Eric Keller is a partner in the Tax Department of Paul Hastings, and is a member of the firm’s Global Compensation, Benefits, and ERISA practice group and the Employment Law practice group. Mr. Keller is ranked by Chambers USA as one of the top employee benefits and executive compensation lawyers in the District of Columba. According to Chambers, he is "praised [by clients] for being ‘very good at identifying risk and then giving very pragmatic advice’ and works within all areas of benefits and compensation." Chambers noted one client advised said he "treats every matter that I send to him - big or small - as if it is the most important thing he is working on." Mr. Keller is also recommended by Best Lawyers in America in employee benefits and ranked by Legal 500 in executive compensation and employee benefits. He is an adjunct professor at Georgetown Law School, teaching classes on executive compensation.
For over 20 years, Mr. Keller has devoted his practice to executive compensation, employee benefits, and workforce restructuring matters. A substantial portion of his practice is devoted to advising clients on labor, employment, and employee benefits matters in connection with domestic and cross-border mergers, acquisitions, divestitures, and other business transactions by conducting due diligence, negotiating, and preparing contract provisions, addressing transitional issues, and developing strategies to minimize financial expense and taxation.
Mr. Keller also maintains a broad-based practice representing domestic and international clients on executive compensation, tax-qualified retirement plans, health and welfare plans, and workforce restructuring matters. He advises clients regarding tax, employment, fiduciary, governance, securities, and litigation issues. Mr. Keller also designs and prepares plan documents and participant communications, negotiates service-provider contracts, and assists clients in developing and operating efficient and prudent plan administration practices.
In the executive compensation area of his practice, Mr. Keller designs and implements employment agreements and executive compensation programs, including short, mid, and long-term incentives, equity-based compensation, retention, severance and change in control arrangements, deferred compensation, and supplemental retirement compensation.
In the tax-qualified retirement plan area of his practice, Mr. Keller advises investment committees and other plan fiduciaries on how to reduce their risk of fiduciary liability for plan investments and fees, and represents sponsors of employee benefit plans in voluntary compliance programs maintained by the Internal Revenue Service and the Department of Labor.
In the employee welfare benefit plan area of his practice, Mr. Keller advises clients on the Affordable Care Act and HIPAA privacy compliance for group health plans, as well as Health Reimbursement Accounts, Health Savings Accounts, and other consumer-driven health plan designs. In addition, he represents plan fiduciaries in administrative claim disputes with participants and contractual disputes with service providers.
Finally, in the workforce restructuring area of his practice, Mr. Keller designs and implements early retirement incentives and reduction in force programs and advises clients on the WARN Act, state WARN Act analogs, the Age Discrimination in Employment Act, and other related issues.
- The Legal 500's Labor & Employment - Employee Benefits, Executive Compensation and Retirement Plans: Transactions (2021)
- Listed by Chambers USA as a leading lawyer in the executive compensation and employee benefits field
- Listed by The Legal 500 in the executive compensation, employee benefit, and retirement plan field, as well as in the ERISA litigation field
- Listed by The Best Lawyers in America in the employee benefits (ERISA) field
- New York University School of Law, LL.M., 1996
- Capital University Law School, J.D. 1995 (magna cum laude; editor-in-chief, Capital University Law Review)
- Ohio University, B.B.A., 1992 (cum laude)
- Served as law clerk to the Honorable Maurice B. Foley, United States Tax Court
- Represented an S&P 500 client as labor, employment, and benefits counsel regarding its divestiture of its major business division with employees in 46 countries, in a transaction valued at over $10 billion. Mr. Keller led the entire Paul Hastings team, which included three other employment partners and over a dozen associates.
- Served as U.S. tax and securities counsel for certain European affiliates of a "Big Four" consulting firm’s executive compensation practice, advising the firm on complex U.S. tax and securities issues associated with equity compensation offerings conducted by the firm’s multi-national clients with U.S. operations.
- Negotiated new employment agreements and equity incentives on behalf of a seven member senior management team in connection with spin-off of genetics and genomics sciences unit from a world renowned nonprofit hospital system to a newly established for-profit entity.
- Negotiated a master services agreement to outsource the administration of all U.S. defined benefit and defined contribution retirement and health and welfare plans on behalf of a Fortune 20 client.
- Successfully represented a large aircraft parts manufacturer in a Department of Labor audit relating to client’s pension plan investment in a Ponzi scheme; the DOL took no enforcement action against our client.
- Negotiated a $10 million settlement of a $24 million multiemployer pension plan withdrawal liability assessment against a shipping terminal operator.
- Paul Hastings Advised Barnes & Noble Education in Sale of DSS Segment - June 1st, 2023
- Paul Hastings Advised SD Biosensor and SJL Partners in Acquisition of Meridian Bioscience - February 6th, 2023
- Paul Hastings Advises International Media Investments in JV with Jeff Zucker and RedBird Capital Partners - December 13th, 2022
- FiscalNote Completes $1.3 Billion Business Combination and Becomes a Publicly Traded Company - July 29th, 2022
- Moove Acquires PetroChoice from Golden Gate Capital - May 23rd, 2022
- Sensata Technologies to Acquire Dynapower - May 9th, 2022
- Proctor & Gamble to Acquire Farmacy Beauty - November 16th, 2021
- Foxconn and Lordstown Motors Enter Into a Transformative, Strategic Partnership - November 10th, 2021
- FiscalNote to Go Public in $1.3 Billion Business Combination with Duddell Street Acquisition Corp. - November 8th, 2021
- Paul Hastings Advises 2U, Inc. in Acquisition of edX - June 29th, 2021
- Paul Hastings Ranked as Top Three Firm for New Rankings and Recognized for Numerous Practice Strength and Growth in Chambers USA 2021 - May 21st, 2021
- AGP Group Announces Long-Term Partnership with BDT Capital Partners - April 23rd, 2021
- Merck Announces Agreement to Acquire Alydia Health Before Spinoff of Organon - March 30th, 2021
- Merck and Amathus Therapeutics Create Strategic Collaboration to Develop Treatments for Neurodegenerative Diseases - March 17th, 2021
- Spectrum Equity LLC Sells Spectrum Parent Inc. to HealthPro Holdings - March 10th, 2021
- AllianzGI and Virtus Investment Partners Announce Strategic Partnership in U.S. Retail Market - July 9th, 2020
- Merck Animal Health to Acquire U.S. Rights to SENTINEL® Brand of Combination Parasiticides for Companion Animals - May 13th, 2020
- Paul Hastings Practices and Lawyers Score Top Rankings in Chambers USA 2020 - May 1st, 2020
- Endeavor Acquires Majority Stake in On Location Experiences - January 3rd, 2020
- Sagicor Financial Corporation Completes Business Combination with Alignvest - December 11th, 2019
- Paul Hastings Global Compensation Practice Top Ranked by Chambers USA 2022 - June 1st, 2022
- Recognized by Chambers USA 2021 - May 21st, 2021
- Recognized by Chambers USA 2020 - May 1st, 2020
- Ranked by Chambers USA 2019 - April 26th, 2019
- Recognized by Chambers USA 2018 - May 15th, 2018
- Recognized by Chambers USA 2017 - June 5th, 2017
- Recognized by Chambers USA 2016 - June 8th, 2016
- Law360 Awards - Top Practice Groups of the Year - January 2nd, 2013
- Department of Labor Allows Private Equity Investment Exposure in 401(k) Plans - June 9th, 2020
- IRS Dramatically Relaxes Mid-Year Section 125 Election Changes for Employer-Sponsored Health Insurance and Flexible Spending Accounts - May 19th, 2020
- Legislature Amends N.J. WARN Act to Provide COVID-19 Relief - April 22nd, 2020
- PH COVID-19 Client Alert Series: COVID-19 and Equity Compensation Valuations - March 19th, 2020
- PH COVID-19 Client Alert Series: The WARN Act and Similar State Laws - March 16th, 2020
- COVID-19 Paul Hastings LLP Hospitality & Leisure Client Alert - March 16th, 2020
- Unprecedented Private Equity Funds ERISA Decision Is Reversed - December 3rd, 2019
- Who’s Covered and What’s Grandfathered? A Look at the New 162(m) Guidance - August 24th, 2018
- Unhappy New Year—New Tax Law Adversely Affects Certain Executive and Equity Compensation Arrangements - December 29th, 2017
- Heads-Up: Proposed Tax Law Would Doom Nonqualified Deferred Compensation (Including Stock Options and Other Equity-Based Compensation) As You Know It - November 3rd, 2017
- Asset Buyers Beware: PBGC Attempts to Hold Asset Buyer Liable for Seller’s Underfunded Single Employer Pension Plan Termination Liabilities - February 1st, 2017
- EEOC Issues Final ADA and GINA Wellness Program Regulations - May 25th, 2016
- You Can Bank On Your Incentive Pay - Eventually: Proposed Regulations Would Require Sweeping Changes - April 26th, 2016
- Unprecedented Private Equity Court Decision Collapses Related Funds Triggering Their ERISA Withdrawal Liability for Portfolio Company’s Union Pension Obligations - April 12th, 2016
- Equity Aids the Vigilant: The Supreme Court's Montanile Decision And Its Lessons for ERISA Plans' Efforts To Recover Medical Payments - February 12th, 2016
- Supreme Court Approves Application of Continuing Breach Theory in 401(k) Excessive Fee Case - May 21st, 2015
- EEOC Reverses Course in Proposed Wellness Program Regulations - April 21st, 2015
- Presumption of ESOP Fiduciary Prudence: A Fading Memory - July 1st, 2014
- Final Affordable Care Act Employer Play or Pay Mandate Regulations Largely Preserve Status Quo - February 18th, 2014
- Agencies Issue Affordable Care Act Guidance Making It Unlawful For Employers to Pay for an Employees Individual Health Insurance Policy on a Tax-Free Basis - September 19th, 2013
Engagement & Publications
- Frequent writer and speaker on employee benefits topics.
- Co-author of the chapter titled "Fiduciary Disclosure Obligations" in the Fiduciary Law treatise.
- Contributing author to Reductions in Force in Employment Law treatise.
- Speaker for the Practicing Law Institute, Bureau of National Affairs (BNA), Employee Benefits Institute of America, American Benefits Council, and PLANSPONSOR.
- Contributing author for Cafeteria Plans, published by the Employee Benefits Institute of America (June 2003 to October 2014), and www.compensationstandards.com, the premier website for executive compensation trends and practices.
- Other publications include: "What Private Equity Managers need to Know to Limit their ERISA Obligations for Portfolio Company Pension Plans," BNA Pension & Benefits Dailey" (Nov. 2, 2012); "Your Health Plan’s Hidden Dangers: Litigation and Compliance Risks in the New Health Care Reform Environment," BNA Pension & Benefits Daily (Dec. 16, 2011); "So You Think You are Safe? Board Members and Personal Liability Under ERISA," Corporate Governance Advisor (June 2010); and "Health Care Reform Requires Action in 2010: Action Items Employers Must Implement Before Year End," BNA Pension & Benefits Daily (Sept. 2, 2010); "Overview of PBGC Enforcement Trends Impacting Restructurings in Bankruptcies," Bloomberg Bankruptcy Law Reports (Nov. 2, 2009).
- Member, Employee Benefits Committee, U.S. Chamber of Commerce
- Member, U.S. Chamber of Commerce’s Health Care Reform Task Force, which is leading the Chamber’s advocacy efforts in responding to health care reform legislative and regulatory developments