Constance Brewster

Constance works closely with human resources, executive officers, and plan fiduciaries of public and private entities on all aspects of employee benefits and compensation matters. Applying deep knowledge of the law and nearly a decade of experience, she provides clear and practical guidance that addresses each client’s unique business needs. Constance’s diverse practice includes handling pre and post-M&A issues for clients in highly regulated industries, such as financial services.

As a full-service strategist with client relationships spanning decades, Constance:

• advises on the design and administration of defined contribution and defined benefit plans. She helps clients navigate the various laws that govern benefit plans, including the Internal Revenue Code (Code) and ERISA, governmental submissions, plan amendments, participant communications, plan merger and termination, and withdrawal liability and mitigation for multiemployer plans;
• addresses governance and fiduciary issues, such as establishing benefit plan committees and investment subcommittees, preparing board and committee resolutions, negotiating service provider and vendor agreements, and reviewing and preparing investment policy statements and fiduciary training materials;
• develops solutions for executive compensation issues, such as drafting and analyzing nonqualified deferred compensation, equity, and incentive plans; employment agreements, severance agreements and severance plans; and performing analyses per Code Sections 409A, 162(m), and 280G;
• negotiates transaction documents, performs necessary 409A and 280G analyses, conducts due diligence, and advises on 280G mitigation and other benefit plan integration issues in connection with M&A and other complex corporate transactions; and
• advises on the implementation of flexible spending accounts, health reimbursement arrangements, health savings accounts, and COBRA matters.

Public entities also work closely with Constance to design, implement, and administer employee benefit plans, including 401(k) and 403(b) tax qualified retirement plans, defined benefit and defined contribution plans under 401(a) and 457, and governmental pick-up arrangements under 414(h).

Constance is involved in a variety of firm initiatives that reflect her commitment to superior client service and to developing junior attorneys. As the leader of her practice group’s business development efforts, she focuses on creating and promoting the firm’s innovative client solutions, including HighQ. She also mentors several firm associates, is a member of the recruiting committee for the Atlanta office, and serves as an advisor to the firm’s summer associate program. Constance is the cofounder of a national employee benefits and executive compensation networking group that fosters cross-collaboration among industry professionals throughout the U.S.

• Represented a bank holding company on 280G, compensation, and benefits matters in a merger of equals creating a top 10 Virginia community bank with approximately $1.6 billion in total assets.
• Advised several banks with respect to golden parachute issues, a 280G shareholder vote, due diligence, and pre- and post-merger integration of compensation and benefits.
• Prepared numerous IRS correction program submissions for 401(k) and defined benefit plans.
• Represented an employer through a Department of Labor investigation of its 401(k) plan.
• Presented fiduciary training for numerous plan fiduciaries and benefit committees.
• Assisted numerous employers with plan formation, design, amendment, termination, and mergers.

• Best Lawyers in America®: Ones to Watch: Corporate Law (2023-2025), Employee Benefits (ERISA) Law (2023-2025)
• Chambers USA: Employee Benefits & Executive Compensation, Georgia (2022-2025)