Andrew Stumpff is a Shareholder based in Butzel Long’s Ann Arbor office, practicing in the areas of employee benefits and executive compensation law. Mr. Stumpff advises many employers, as well as executives, as to executive compensation and employee benefit plan design and legal compliance matters. He is also a member of the American Arbitration Association’s Employment Panel. In employment-relations disputes and labor negotiations involving employee benefits issues, he confines his practice exclusively to representing labor organizations and employees.
Previously a partner of the New York law firm Davis Polk & Wardwell, Mr. Stumpff has also served as an Assistant Branch Chief in the IRS Office of Chief Counsel – Employee Benefits and Exempt Organizations Division, where he helped oversee national employee benefits litigation. Andrew is a Fellow of the American College of Employee Benefits Counsel and has been named a key individual in Michigan employee benefits/compensation law by Chambers USA. He is a former co-chair of the Employee Benefits Committee of the New York State Bar Association Tax Section. Andrew teaches Employee Benefits and Executive Compensation at the University of Michigan Law School and at the University of Alabama Law School LL.M in the Taxation program. He has published widely in the benefits field, and is the author of two law school casebooks: "Employee Benefits and Executive Compensation," published in 2011, and "Executive Compensation," published in 2016; and coauthor of a third, Langbein, Pratt, Stabile & Stumpff, "Pension and Employee Benefit Law" published in 2015 (all published by Foundation Press), as well as treatises and numerous articles. Andrew received an A.B. in Mathematics from Washington University in 1983 and a J.D. in 1986 from the University of Michigan Law School, where he served as Article Editor of the Michigan Law Review.
Representative matters include:
- Advised a large multinational retailing company as to cross-border 401(k) and nonqualified retirement plan tax and other implications for expatriate employees;
- Assisted a Michigan employer in reaching a settlement of financial and insurance fraud claims involving a nonqualified supplemental employee retirement plan (“SERP”);
- Represented many senior-level executives in negotiating employment agreements, stock option plans and other executive compensation terms;
- Assisted a Michigan employer in making nonqualified deferred compensation plan corrections in order to comply with Section 409A of the Internal Revenue Code;
- Advised a multi-million dollar retiree healthcare VEBA in reaching a settlement regarding financial obligations of the sponsoring employer;
- Advised a union in settlement negotiations with an employer, resulting in creation of a new stand-alone retiree medical VEBA trust with several hundred million dollars of assets. Office and Professional Employees International Union, Local Union 494 et al v. UAW, United Stated District Court Case No. 2:14-cv-14868;
- Served as facilitator/mediator of a successfully resolved dispute involving claims among trustees of and contributors to a jointly trusteed medical benefits plan;
- Drafted a stock option plan for adoption by a large international corporation;
- Advised a former executive in reaching a multi-million dollar settlement of a dispute with corporation involving the terms of employee stock options;
- Assisted numerous companies – both acquirors and sellers – in employee benefits negotiation and due diligence activities associated with corporate mergers and acquisitions;
- Advised several national and international financial entities as to fiduciary and other legal issues in connection with transactions with Michigan state and municipal governmental plans, including issues arising under Michigan Public Act 314;
- Assisted limited liability companies and partnerships in drafting profits interest plans for senior executives;
- Advised a number of companies as to, and drafted, “notional” or “synthetic” equity arrangements for senior executives;
- Advised several large multinational corporations as to controlled-group analysis and compliance with respect to employee benefit plans under the Internal Revenue Code;
- Advised an employer with respect to an employee benefits plan audit by the Employee Benefits Security Administration of the U.S. Department of Labor;
- Assisted a Midwestern company in correcting previously filed annual reports (Form 5500) involving rescinded auditors’ reports;
- Advised the executive of a global entertainment corporation as to Section 409A of the Internal Revenue Code and other tax aspects of proposed expatriate compensation arrangement;
- Advised many companies as to, and assisted in drafting, qualified retirement plan amendments required to maintain qualified status under the Internal Revenue Code;
- Served as expert witness in several litigated cases involving the Employee Retirement Security Act of 1974 (“ERISA”).
Publications (partial list):
BOOKS AND TREATISES:
- Casebook: Executive Compensation (Foundation Press, 2016);
- (Coauthor with John Langbein, David Pratt, and Susan Stabile) Casebook: Pension and Employee Benefit Law (Foundation Press, 6th ed. 2015);
- Casebook: Employee Benefits and Executive Compensation (Foundation Press, 2011);
- Tax Management Portfolio, 395-3rd T.M., VEBAs and Other Welfare Benefit Funding Arrangements (BNA, 2011).
- Case Law, Systematic Law, and a Very Modest Suggestion, 35 Statute L. Rev. 159 (2014);
- The Law is a Fractal: The Attempt to Anticipate Everything, 44 Loyola University Chicago L.J. 649 (2013);
- Darkness at Noon: Judicial Interpretation May Have Made Things Worse for Benefit Plan Participants under ERISA than had the Statute Never Been Enacted, 23 St. Thomas L. Rev. 221 (2011);
- The ‘Big Three’ VEBAs and other Stand-Alone Welfare Benefit Trusts: What Is and Is Not Novel About Them, BNA Tax and Accounting Insights and Commentary (BNA, December 8, 2009);
- (With Norman Stein): Shelf Project: Elimination of Tax Incentives for ESOPs, (Tax Notes, Oct. 19, 2009);
- Fifty Years of Utopia: The Weird History of the Employee Stock Ownership Plan, 62 Tax Lawyer 419 (Georgetown University Law School, 2009);
- Deferred Compensation and the Tax Policy Limitations of the Nuclear Option (Tax Notes, November 5, 2007);
- The Reasonable Compensation Rule, 19 Va. Tax Rev. 371 (University of Virginia Law School, 1999);
- The Unimportance of Being a VEBA: Tax Attributes of Nonexempt Welfare Benefit Trusts, 47 Tax Lawyer 113 (Georgetown University Law School, 1993).
Selected conferences, workshops, symposia, and seminars:
- “Employee Ownership and Broader Ownership in the Age of the Robots: Questions about ESOPS,” Association of American Law Schools, Section on Socio-Economics (San Diego, California, January 6, 2018);
- “Longevity Risk – Lessons from U.S. Retirement Plan Policy,” Fourth Annual Insurance Law Conference on Retirement Security, Pensions and Insurance, hosted by the Insurance Law Center at the University of Connecticut School of Law & Renmin Law School (China) (Hartford, Connecticut, October 9, 2017);
- Moderator, Fifth Annual National Benefits and Social Insurance Conference, University of Connecticut Law School (Hartford, Connecticut, April 15, 2016);
- One of 16 invited individual participants in conference: “Not Just the Bottom Line: New Strategies for Inclusive Prosperity,” concerning employee stock ownership, hosted by U.S. Secretary of Labor Thomas Perez at White House Executive Office Building (Washington, DC, March 18, 2015);
- “Proposal for a Non-Subsidized, Non-Retirement- Plan, Employee-Owned Investment Vehicle to Replace the ESOP,” Third Annual ERISA, Employee Benefits, and Social Insurance National Conference, hosted by Marquette Law School (with Sean Anderson) (Milwaukee, Wisconsin, March 28, 2014);
- Co-organizer and presenter, Second Annual National ERISA Conference, “Regulation of Benefit Plans: The Most Consequential Subject to Which No One Pays Enough Attention.” University of Michigan (Ann Arbor, Michigan, March 22, 2013);
- “Understanding Fees and Expenses – The Legal Framework,” Fiduciary Awareness Seminar Series (Detroit, November 1, 2011);
- “Will Health Reformers’ Goals be Realized? Implications of ERISA’s Checkered Judicial History,” Practicing Law Institute Conference on ERISA Litigation (with Kathryn Kennedy and Brendan Maher) (New York, September 15, 2010);
- “Funding Post-Retirement Health Insurance Benefit Liabilities through a Section 115 Trust,” Michigan Association of Public Employee Retirement Systems 2010 Spring Conference (with Beth Bialy) (Mt. Pleasant, Michigan, May 24, 2010);
- “ERISA Litigation – An Academic Perspective,” Practicing Law Institute Conference on ERISA Litigation (with Brendan Maher) (New York, September 30, 2009);
- “Big Three VEBAs: Background and Context,” Michigan State Medical Society Conference on Automotive Industry and Health Care (with Robert Stevenson) (Novi, Michigan, September 17, 2009);
- “Practical Lessons from Employee Benefits Litigation,” State Bar of Michigan Taxation Section Annual 2009 Tax Conference (panel discussion) (Plymouth, Michigan, April 29, 2009);
- “Practical Lessons from Employee Benefits Litigation,” American Bar Association Section of Taxation Midyear 2009 Meeting (panel discussion) (New Orleans, January 10, 2009);
- ERISA commentator quoted in Chicago Tribune, Wall Street Journal, USA Today, Detroit Free Press, Detroit News, and other media.
- Washington University 1983, A.B.
- University of Michigan Law School 1986, J.D.
Fellow, College of Employee Benefits Counsel
Chambers USA: America's Leading Lawyers for Business, Employee Benefits & Executive Compensation
Best Lawyers in America - Lawyer of the Year, Employee Benefits - ERISA Law, 2022
Best Lawyers in America, Employee Benefits (ERISA) Law, 2017-2022
Michigan Super Lawyers, Employee Benefits, 2015-2021
DBusiness Top Lawyers in Metro Detroit, Employee Benefits Law, 2016-2018, 2020-2021
Assistant Branch Chief in the IRS Office of Chief Counsel – Employee Benefits and Exempt Organizations Division
New York State Bar Association Tax Section – Former co-chair