Jonathan J. Boyles


New York
Business Phone: 212.704.6159
Business Fax: 212.704.6288


Jonathan Boyles 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.

Representative Matters

  • Developed equity and nonqualified plans for private and public companies.
  • Provided advice regarding compliance with Code Sections 409A and 457A.
  • Represented executives and employers in negotiating complex executive pay packages and drafting employment agreements.
  • Advised on the design and implementation of deferred compensation arrangements for executives of tax-exempt entities under Code Section 457(b) and 457(f).
  • Developed global equity plan that complied with both US securities registration exemptions and Japanese law.
  • Prepared Code Section 280G analysis related to parachute payments, including disclosure and shareholder approval consents for private companies.
  • Advised clients regarding PBGC notification requirements triggered by corporate transactions and negotiated with PBGC regarding same.
  • Advised plans on application of ERISA and the Internal Revenue Code to variety of plan designs, including cutback, forfeiture, and suspension of benefit issues.
  • Provided advanced and introductory training for executives and plan fiduciaries regarding ERISA fiduciary responsibility and assisted in design of plan governance process.
  • Assisted clients with the correction of administration errors under the Internal Revenue Service and Department of Labor’s correction programs.
  • Negotiated numerous Department of Labor and Internal Revenue Service audits.
  • 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.
  • Advised managers and plans regarding ERISA plan asset rules, including requirements to satisfy VCOC and REOC exemptions, as well as potential aggregation of parallel funds and controlled group liability for private equity funds.
  • Negotiated investment management agreements and side letter agreements, representing both managers and plans.
  • Drafted comment letter to DOL regarding proposed expansion of fiduciary definition.
  • Negotiated individual prohibited transaction exemption for investment manager.
  • Represented employers in withdrawal liability disputes, including requests for review and arbitrations.
  • Negotiated initial and mass withdrawal liability settlement arrangements.

Presentations and Speaking Engagements

  • “Administering Benefits to Same-Sex Couples,” National Business Institute, March 2014.
  • “DOMA is Dead: Impact of its Obituary on Other Laws,” New York State Bar Association, January 2014.
  • “IRS to Begin Compliance Checks of Non-Governmental Section 457(b) Plans,” September 2013.
  • “ERISA Fiduciary Risk Management: Stories from the Trenches,” May 2013.
  • “Practical Strategies and Considerations for Unregistered Issuers Who Want to Offer Equity Plans in the U.S.,” Global Equity Organization, June 2013.
  • “Understanding and Complying with the Regulatory and Tax Implications of the Affordable Care Act,” New York County Lawyers’ Association, June 2013.
  • “After the Fiscal Cliff: Income Tax and Estate Planning In A Shifting Legal Landscape,” Lambda Legal, March 2013.
  • “Nuts and Bolts: How New York’s Marriage Equality Statute Affects Employee Benefits,” New York State Bar Association, January 2012.
  • “Operating 457(f) Arrangements in Light of New Regulations: Applying 409A to Nonqualified Arrangements of Tax-Exempt Organizations,” Knowledge Congress, October 2011.
  • “Providing Investment Advice to Retirement Plan Participants Without Triggering Liability,” Lorman, August 2009.


  • Co-Author, ESOPs in Corporate Transactions, Bloomberg BNA Corporate Practice Portfolio No. 62-3rd.
  • “Multiemployer Union Plans Implement Aggressive Litigation Strategies to Fill $390 Billion Funding Deficit,” Pension & Benefits Daily (Jan. 9, 2014).
  • “Successor Liability in an Asset Sale: Court Holds Purchaser Liable for Seller’s Delinquent Contributions to a Multiemployer Plan,” Inside M&A, March/April 2011.
  • “‘From Whence We Have Come”: A Foreword by the Editors of the First Annual Review,” Twelfth Annual Review of Gender and Sexuality Law, 12 Geo. J. Gender & L. 263 (2011).
  • “The Danger of Fiduciary Status for Valuation Firms,” Law360, March 18, 2011.
  • “New Jersey, New York, and Pennsylvania Require Dependent Health Insurance Coverage To Age 30: Three New Models For Health Insurance Continuation,” Journal of Compensation & Benefits, March 2010.
  • “Practical Advice for Using Electronic Media to Disseminate Participant Notices, Disclosures Elections, and Consents,” Benefits Law Journal, Winter 2007.

Professional and Community Involvement

  • Immigration Equality, pro bono representation of asylum clients.
  • American Benefits Council.

Rankings and Recognition

  • Best 40 Lawyers Under 40, National LGBT Bar Association, 2011.
  • Outstanding Achievement and Commitment to Pro Bono and Service to the Community, McDermott Will & Emery, 2010.
  • Managing Editor, The Georgetown Journal of Gender and the Law, First Annual Review of Gender and Sexuality Law, May 1999-July 2000.
  • Eagle Scout, Boy Scouts of America, 1990.

Professional Experience

  • Counsel, Troutman Sanders LLP, 2016-present
  • Partner, McDermott Will & Emery LLP, 2006-2015
  • Associate, Cary Kane LLP, 2005-2006
  • In-House Counsel, Sheet Metal Workers’ National Pension Fund, 2002-2004
  • Associate, Groom Law Group, 2000-2002
*Admitted only in New York. Not permitted to practice in Virginia.



  • Georgetown University Law Center, J.D., 2000
  • University of Virginia, B.A., 1995

Bar Admissions

  • New York

Court Admissions

  • Supreme Court of the United States
  • U.S. Court of Appeals for the Second Circuit
  • U.S. Court of Appeals for the Sixth Circuit
  • U.S. District Court for the Southern District of New York
  • U.S. District Court for the Eastern District of New York