Stephen A. Brunn

Summary

Steve focuses his practice on Employee Benefits and Executive Compensation, principally in the areas of:

  • Qualified retirement plan design, administration, compliance and counseling
  • Non-qualified deferred compensation plan design, drafting and compliance with Code Section 409A
  • Equity compensation strategies involving stock options, employee stock purchase plans and restricted stock
  • Health and welfare benefit plan design, including FSAs, HRAs, and HSAs, and compliance with HIPAA, ERISA and state law requirements
  • Employee communications and disclosure requirements
  • Fiduciary duties, prohibited transactions and ERISA claims
  • Corporate transactions and providing ongoing post-closing advice and counseling

Steve has extensive employee benefit experience, including working in-house for employers and trust companies in the administration of employee benefit plans. His experience provides a practical approach for addressing client concerns.

As part of his practice, Steve has assisted employers in all areas of ERISA compliance for retirement, top-hat, health and welfare benefit plans, including reporting, disclosure, fiduciary, funding and nondiscrimination requirements. He has represented employers before the IRS and the U.S. Department of Labor (DOL) regarding DOL examinations, prohibited transaction exemption requests, the Voluntary Fiduciary Compliance Program and the Delinquent Filers Voluntary Program. In addition, he has assisted employers with obtaining church plan rulings.

Steve regularly represents companies, ESOPs, trustees, lenders and other stakeholders in all areas related to ESOPs. Steve’s representative experience includes:

  • Advising ESOP companies on all aspects of formation of ESOPs and on-going ESOP administration, as well as corporate governance issues
  • Advising ESOP trustees on fiduciary duty issues
  • Advising commercial finance team in multiple transactions involving ESOPs, including Borrowers who are transitioning to a 100% owned or majority owned leveraged ESOP and Borrowers who are owned by a mature ESOP
  • Advising non-ESOP buyers on acquisition of ESOP-owned sellers
  • Advising ESOP-owned seller on sale to ESOP and non-ESOP buyers
  • Advising ESOP company executives on the sale of the company to a third party
  • Advising publicly-traded ESOP company on securities filing issues
  • Representing plan sponsor in Department of Labor investigation involving ESOP valuation issues
  • Advising 100% ESOP-owned company on “equity-equivalent” deferred compensation issues

Awards

  • Honoree, Best Lawyers in America, Employment Law – Management (2024 – 2025)

  • Honoree, Rising Star, Minnesota Super Lawyers

All Service Areas

All Practices

Education

  • William Mitchell College of Law

    magna cum laude

  • University of St. Thomas

    B.A.

Admissions

  • State - Minnesota

Notable Matters

  • Advise ESOP company executives on the sale of the company to a third party.
  • Advise on HIPAA and HITECH compliance for business associates, including conducting risk analysis, negotiating terms of business associate agreements, and drafting policies and procedures.
  • Advise on HIPAA and HITECH compliance for business associates, including negotiating terms of business associate agreements, drafting policies and procedures and conducting employee training.
  • Advise on HIPAA and HITECH compliance for group health plan as a cover entity, including negotiating terms of business associate agreements, drafting policies and procedures, conducting employee training, and drafting plan amendments.
  • Agent’s counsel for a national bank in connection with a $95 million secured, syndicated revolving credit facility to a large dairy cooperative.
  • Draft long-term incentive plans and annual incentive plans.
  • Lender’s counsel for a national bank in connection with a $45 million secured revolving credit facility to a group of companies that owns and operates dozens of drug stores and pharmacies across the upper Midwest.
  • Representation of a publicly-held thrift holding company in its response to a proxy contest by one of its institutional shareholders.
  • Represented CEO of large manufacturer in negotiating and drafting CEO’s final employment agreement with company. Agreement provided transition package along with other features.
  • Represented senior executive in negotiating separation agreement with executive’s employer.

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