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Jonathan J. Boyles


Jonathan J. Boyles, a member of the Firm, counsels clients on a wide array of executive compensation and employee benefit matters, including ERISA’s fiduciary obligations, plan design issues, and reporting and disclosure requirements.  His practice has a special emphasis on benefits issues and integration in corporate transactions, employee stock ownership plans (ESOPs), investment product design considerations in dealing with benefit plan investors, multiemployer plan issues, and executive compensation issues for nonprofits.  He has drafted plan amendments and determination letter submissions for every major Congressional pension act since the Tax Reform Act of 1986.

Mr. Boyles received his undergraduate degree from the University of Virginia in 1995 and his J.D. from the Georgetown University Law Center in 2000.  He was previously chief in-house counsel to the Sheet Metal Workers’ National Pension Fund, a multi-billion dollar pension plan, and previously practiced with the firms of Groom Law Group, McDermott Will & Emery, and Troutman Pepper Hamilton Sanders.

Representative Matters

  • Developed equity and nonqualified plans for private and public companies.
  • Provided advice regarding compliance with Code Section 409A.
  • Represented executives and employers in negotiating complex executive pay packages and drafting employment agreements, change in control protections, and separation packages.
  • Provided advice to tax-exempt employers on how to comply with, and mitigate the effects of, the Code Section 4960 excise tax on excess remuneration and excess parachute payments paid to executives.
  • Prepared Code Section 280G analysis related to parachute payments, including disclosure and shareholder approval consents for private companies.
  • Represented insurers in reps and warranties insurance underwritings.
  • Advised plans on application of ERISA and the Internal Revenue Code to a variety of plan designs, including cutback, forfeiture, and suspension of benefit issues.
  • Negotiated with the DOL and IRS during audits and assisted clients with correction filings.
  • Advised employers regarding compliance with the Affordable Care Act.
  • Provided ongoing advice to plans on prudence and loyalty obligations under ERISA’s fiduciary rules as applied to investments, plan design, and plan administration.
  • Negotiated service provider and investment management agreements and side letter agreements, representing managers, providers, and plans.
  • Conducted advanced and introductory trainings for executives and plan fiduciaries regarding ERISA fiduciary responsibility and assisted in design of plan governance process.
  • Provided day-to-day advice to investment managers regarding ERISA fiduciary rules, including fund structuring, performance fees, custody requirements, and issues with respect to specific investments and divestments.
  • Negotiated individual prohibited transaction exemption for investment manager.


  • State: New York, Virginia
  • Federal: Supreme Court of the United States, Sixth Circuit Court of Appeals, Eastern District of Virginia, District of Columbia, Southern District of New York, Eastern District of New York.


  • Best 40 Lawyers Under 40, National LGBT Bar Association, 2011.
  • 2010 McDermott Will & Emery Award for Outstanding Achievement and Commitment to Pro Bono and Service to the Community.
  • Managing Editor, The Georgetown Journal of Gender and the Law, First Annual Review of Gender and Sexuality Law, May 1999-July 2000.
  • Eagle Scout, 1991.