Rosina Barker

Rosina is a nationally known author on Internal Revenue Code Section 409A compliance, and numerous companies engage her specifically to provide counsel in this area. She has drafted and amended multiple equity, deferred compensation, and incentive pay plans for compliance with Code Sections 409A, 83, 162(m), 457A, and 280G, and she advises clients on the many tax, fiduciary, and governance issues arising from these plans.

Rosina frequently counsels clients on the benefits and executive compensation issues arising from mergers, divestitures, and other business reorganizations, and in the last year alone, she advised on corporate transactions totaling more than $13 billion.

She practices extensively with respect to large, innovative defined benefit plans and the novel issues they raise. She has advised on myriad derisking transactions ranging from several hundred million dollars to more than $50 billion, including annuity purchases, lump-sum offers, and plan terminations. Rosina obtained one of the first Internal Revenue Service (IRS) derisking private letter rulings (PLRs) that permit a defined benefit plan to offer lump-sum payouts to retirees in pay status. For a client with a uniquely complex cash balance plan design, she obtained a favorable determination letter and technical advice memorandum (TAM) reversing the IRS’s initial adverse position, including the government’s earlier, published position that the design violated ERISA and the qualification rules of the Internal Revenue Code. She represents clients before the IRS, US Department of Labor (DOL), and Pension Benefit Guaranty Corporation (PBGC) on major funding issues, including waiver applications, PBGC early warning negotiations, and DOL fiduciary audits.

Rosina advises plan fiduciaries on prohibited transactions and other plan investment issues. She recently advised clients on how to create an innovative Dudenhoeffer-consistent fiduciary process to evaluate the prudence of keeping the employer stock fund.

Before joining Morgan Lewis, Rosina was a partner in the executive compensations and benefits practice of a boutique law firm. She gained valuable government experience before entering private practice by serving on the tax staff of the US House of Representatives’ Ways and Means Committee, where she had primary staff responsibility for all pension and employee benefit legislation before the Committee.

• Advised numerous clients on derisking their defined benefit pension plans in transactions ranging from several hundred million dollars to more than $50 billion, including “lift out” annuity contract purchases; lump-sum offers to retirees in pay status, as well as terminated vested participants; and pension plan terminations.
• Advised numerous clients on Affordable Care Act (ACA) compliance for their health plans, ranging from the renegotiation of vendor contracts to avoid 4980H penalties, to the creation and design of retiree health exchanges, to the design of ACA-compliant health plans for expatriate US citizen outbound employees and foreign national employees.