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Jenna Wallace

Jenna Wallace advises clients on all aspects of employee benefits and executive compensation. Her practice covers a broad spectrum of plans and arrangements, such as:

  • tax-qualified retirement plans, including traditional and hybrid pension plans, 401(k) plans, and profit-sharing plans;
  • health and welfare plans, including medical, disability, cafeteria and severance plans;
  • equity-based compensation, including stock options, restricted stock, profits interests and phantom equity;
  • nonqualified deferred compensation plans;
  • employment, consulting and restrictive covenant agreements; and
  • international employment arrangements.

Jenna guides employers with respect to the administration of 401(k) and pension plans (including standards applicable to the investment of ERISA-covered assets), the requirements of the Patient Protection and Affordable Care Act, Section 409A of the Internal Revenue Code, management employment and equity arrangements, employee separations and international employment issues. Jenna also advises public and private companies in connection with mergers, acquisitions, and other corporate transactions, and advises private funds regarding investments by public and private employee benefit plans.

Jenna has an active pro bono practice, with a focus on assisting organizations working in Africa and other parts of the developing world.

Contact:Read more about Jenna WallaceEmail

Nationwide Injunction

On August 20, 2024, Judge Ada Brown of the United States District Court for the Northern District of Texas granted summary judgment for the plaintiffs in Ryan LLC v. FTC, preventing the FTC from enforcing its proposed rule banning almost all non-compete clauses in employer agreements. (Click here for the opinion.) The rationale for Judge Brown’s decision was consistent with her prior ruling on plaintiffs’ motion for a preliminary injunction (described here): the FTC does not have substantive competition-related rulemaking authority and the proposed non-compete rule was arbitrary and capricious. However, unlike Judge Brown’s preliminary injunction order, which was limited to the named plaintiffs, her summary judgment order states that the proposed rule “shall not be enforced or otherwise take effect on September 4, 2024, or thereafter.” Applying the plain text of § 706(2) of the APA, Judge Brown held that the proper remedy after concluding that the non-compete rule was in excess of the FTC’s statutory authority and arbitrary and capricious was to “set aside” the rule. According to the opinion, “setting aside agency action under § 706 has ‘nationwide effect,’ is ‘not party-restricted,’ and ‘affects persons in all judicial districts equally.” As a result, the order prohibits the FTC from enforcing the proposed non-compete rule on a nationwide basis.Continue Reading Texas District Court Prohibits the FTC from Enforcing Its Non-Compete Ban Nationwide

In March 2023, Deputy Attorney General Lisa Monaco and Assistant Attorney General Kenneth Polite of the Criminal Division announced a three-year Pilot Program on Compensation Incentives and Clawbacks. A group of Covington attorneys recently published an article with Bloomberg that offers practical guidance for companies looking to stay ahead…

Continue Reading DOJ on Clawbacks: Compliance and Compensation

For taxable years starting after December 31, 2017 and before January 1, 2020, the Tax Cuts and Jobs Act of 2017 adds a new Section 45S to the Internal Revenue Code that provides a tax credit for businesses offering paid family and medical leave (“F&M Leave”).  The IRS recently issued FAQs that begin to answer questions about F&M Leave and how the tax credit will work, but many open questions remain.
Continue Reading New Paid Family & Medical Leave Tax Credit for Businesses

Part of Our Series on the Tax Cuts and Jobs Act of 2017

When an employee exercises a stock option or receives shares of stock from the settlement of a restricted stock unit (or “RSU”), generally the employee has income based on the value of the stock received. Income tax and Social Security and Medicare (“FICA”) taxes are due, and the employer must withhold and report these taxes.

Employees of publicly traded companies usually can sell shares in the public market to cover the cost of their taxes. However, there is typically no market for shares of privately held companies, such as start-ups. As a result, employees receiving shares of a private company through a stock option exercise or RSU settlement usually must come up with the cash to pay the IRS.

The Tax Cuts and Jobs Act of 2017 (the “Act”) adds a new section 83(i) to the Code that allows certain employees of private corporations that broadly grant stock options or RSUs to elect to defer income tax for up to five years. This is referred to as an “83(i) election”.

Section 83(i) was billed as a way to make it easier for employees of start-ups and other private companies to share in their employers’ success.  However, as we explore in this post, the benefits of an 83(i) election may be limited.  As discussed in more detail below, private employers face a number of questions about how they can — and whether they will want to — offer an equity program that is eligible under section 83(i).Continue Reading 83(i) Elections: New Deferral Provision Aims to Ease Tax Burden on Employees Receiving Equity in Private Companies

The Supreme Court’s decision last week in Obergefell v. Hodges is big news: it held that the 14th Amendment requires states to license same-sex marriages and to recognize lawful out-of-state same-sex marriages, and thus legalized same-sex marriage throughout the country.  In a final section that begins with a philosopher’s take — “No union is more profound than marriage…”  — and ends with a jurist’s — “It is so ordered.” — the Court captured the attention of SCOTUS junkies and the rest of the country alike, leading to an outpouring of celebrations, headlines, social commentary and musing about the future.

Obergefell clearly is of cultural importance and has personal significance for many people, but what does it mean for private sector employers and their employee benefit plans?  Surprisingly little.  Private sector employee benefits are governed primarily by federal law, which had its watershed moment on this issue in 2013 when the Supreme Court required the federal government to recognize same-sex marriage in United States v. Windsor.Continue Reading Marriage Equality Decision Is Big News (But May Have Little Impact on Private Sector Employee Benefit Plans)

As business becomes increasingly globalized, multinational corporations are sending more executives on international assignments and hiring more expatriates to fill local positions overseas.  Compensation connected to these employment patterns can create a series of legal and regulatory challenges.  For example, unless an exception applies, U.S. citizens and U.S. residents are subject to U.S. federal income tax on their worldwide income, regardless of where they perform services or earn their compensation.  Significantly, this extraterritorial reach of U.S. federal income tax extends to the complex and confounding deferred compensation rules of section 409A of the Internal Revenue Code.
Continue Reading Foreign Compensation and the Long Reach of Code Section 409A

By Helena Milner-Smith, Kamakshi Venkataramanan and Jenna Wallace

Vodafone announced recently a new progressive and generous mandatory minimum global maternity policy.  According to the company, under the new policy, to be in effect by the end of this year, female employees of Vodafone in 30 countries will be offered two maternity benefits: (1) at least 16 weeks of maternity leave at full pay, and (2) the opportunity to work a 30-hour week at full pay for the first 6 months after they return to work from leave.Continue Reading Vodafone Announces Progressive Global Maternity Policy, Touching on Two Hot Topics in Employee Benefits

We are writing with another update on French labor law that could impact international corporate transactions.  French President Francois Hollande has proposed a change to French legislation that could remove the threat of imprisonment for directors and senior employees who are found to have breached obligations to consult with works councils and other employee representatives.  The implications of this change would be important for businesses in France, and also for international companies involved in mergers, acquisitions and divestitures in France.
Continue Reading Reduced Risk for International Companies Operating In France: Potential Removal Of Severe Sanctions For Failure to Consult with Works Councils

Private equity and other investment fund managers can exhale (at least a little bit) following a recent court ruling that investment funds are not liable for the ERISA obligations of their portfolio companies.  The ruling expressly rejects a 2007 Pension Benefit Guaranty Corporation (“PBGC”) letter ruling and contradicts an earlier court decision that supported the PBGC’s position that a private equity fund could be liable for the pension liabilities of one of its portfolio companies.  While the new ruling by no means settles the issue, investment fund managers should welcome this development.
Continue Reading Investment Funds Not Liable for Pension Plans of Portfolio Companies, Court Rules