Carrie E. Byrnes

Carrie crafts practical solutions to complex problems without overlooking technical details—guiding employers through the development, implementation and administration of compensation and benefits strategies designed to engage talent and enhance top line growth while managing bottom line expenditures and compliance. 

With nearly 20 years of experience practicing law, and previous roles as both in-house counsel and a human resources leader, Carrie has been engaged in all aspects of human capital and talent management. These experiences provide Carrie a unique and holistic understanding of the demands of the modern workforce. Carrie understands how to navigate tax considerations and compliance concerns, without losing sight of the employee experience as well as administrative complexity.

Carrie’s practice focuses exclusively on employee benefits and executive compensation law, primarily representing employers – large and small, public and private, for-profit and tax-exempt. In her practice, Carrie handles a wide variety of matters, including:

• Assisting clients with tax considerations and issues surrounding the drafting and administration of incentive plans, deferred compensation plans, and equity and equity-based compensation arrangements – including options, restricted stock, RSUs, phantom shares, SARs, and profits interests.
• Advising on the gamut of retirement plans (including 401(k) plans, 403(b) and 457 plans, pension plans and cash balance plans), IRAs, and nonqualified retirement plans (including excess benefit SERPs and other "top hat" plans).
• Drafting and advising on compliance issues associated with employment, bonus, separation/severance, consulting and professional employer organization (PEO) agreements.
• Ensuring compliance with evolving health care reform laws and assisting clients with all other aspects of health and welfare plan compliance, including advising on COVID-19 era legislation, privacy and security issues regulated under HIPAA, continuation coverage issues under COBRA (and COBRA subsidies), and wellness program compliance (including under HIPAA, the ACA, GINA, and the ADA).
• Advising on compliance with ERISA and other laws governing the benefits terrain, helping clients avoid costly disputes and lawsuits that are all too common in the current legal landscape.
• Performing fiduciary audits to proactively avoid missteps and ensure compliance with benefit plan documentation and operation on all fronts: retirement, health and welfare, and nonqualified.
• Counseling clients on the investment of employee benefit plan assets, including the application of ERISA’s fiduciary and prohibited transaction provisions to such investments.

In the M&A context, Carrie frequently leads teams conducting due diligence, assists in preparation of documentation with respect to, and helps design strategies for the successful integration of, employees and employee benefit plans, while avoiding potential missteps under complicated tax laws, such as 280G and 162(m).

Over the years, Carrie has successfully represented clients facing government scrutiny and benefits-related lawsuits. More specifically, she has provided representation in connection with IRS, DOL, and PBGC audits of employee benefit plans, securing amnesty under a variety of compliance programs (including EPCRS and VFCP). She has also counseled clients in the defense of ERISA litigation matters dealing with claims for benefits, preemption, and breach of fiduciary duties.

Carrie’s practice is enhanced by her time as the lead Chicago benefits partner in an Am Law 100 firm, her service as the first General Counsel at a venture capital firm, and her experience as a human resources executive. Before becoming a lawyer, Carrie worked for the U.S. Department of Labor Employee Benefits Security Administration, focusing on fiduciary correction matters. Carrie served as a long-time adjunct faculty member teaching employee benefits in a Masters of Laws program; she is also a frequent speaker on employee benefits matters and has published numerous articles in the field. 

Within the Firm, Carrie has served in a variety of leadership roles, including chairing the Women’s Development Group and launching and leading the Parents & Caregivers network before assuming the role as Co-Chair of the Diversity, Equity & Inclusion Committee.