Barbara KlepperShareholderBarbara Klepper is a shareholder in Winstead’s Tax Practice Group whose practice encompasses all aspects of executive compensation, nonqualified and qualified employee benefits planning, and related tax matters. She regularly helps clients navigate complex executive compensation, benefits, and tax issues in mergers and acquisitions and other business transactions, and frequently advises on post-closing benefits structuring, Section 409A and 280G issues, negotiating severance and executive employment contracts, change of control agreements, and drafting and structuring equity incentive plans and arrangements. She also counsels governing boards of directors, compensation committees, and benefits and investment committees and is known for her ability to provide practical, effective advice while meeting the business objectives and fiduciary obligations of her clients. Barbara also has significant experience working with the Department of Labor and the IRS in connection with benefits and tax matters.
In addition, Barbara practices in the formation and governance of tax-exempt organizations, including charitable organizations and private foundations, and she advises clients on the unique and complex tax and regulatory requirements for maintaining tax-exempt status. She also has significant experience advising clients on nuanced tax issues, including corporate aircraft taxation and reporting, as well as taxation of fringe benefits.
Barbara’s achievements have earned her inclusion and top rankings in The Legal 500 (tax law), The Best Lawyers in America (tax and ERISA law) and Super Lawyers’ list of Rising Stars.
Experience
- Representation of ProFrac, a Texas-based energy services company, in connection with its $270 million acquisition U.S. Well Services, including all related tax, employee benefits, and executive compensation matters.
- Representation of a silicon carbide wafer production company in connection with a $35M Series B extension as part of their $74 million Series B, including all related tax, employee benefits, and executive compensation matters.
- Representation of MayStreet, Inc. in its sale to the London Stock Exchange Group, including all related employee benefits and executive compensation matters.
- Representation of four C-Suite Executives in merger of LogicBio Therapeutics, Inc. with Alexion Pharmaceuticals, Inc. (affiliate of AstraZeneca), including all matters related to the negotiating of executive employment agreements and compensation packages.
- Representation of an electric vehicle company’s Special Committee of the Board of Directors in an internal investigation of certain sales and equity securities made by and to individuals associated with the company ahead of the company going public through SPAC.
- Representation of an electric vehicle charging infrastructure servicer and operator in connection with a concurrent $30m secured credit financing with Spring Lane Capital and $19 million Series B, including all related employee benefits and executive compensation matters.
- Representation of a Swedish biotech company in connection with its acquisition of all shares in a Missouri-based pharmaceutical company including all related employee benefits and executive compensation matters.
- Representation of NextPoint Financial Inc. in connection with its $90 million acquisition of Community Tax, a leading tax resolution services company, including all related employee benefits and executive compensation matters.
- Representation of a physician-owned hospital in a merger with a 501(c)(3) hospital organization in all matters pertaining to employee benefits and executive compensation, including the successful conversion of a retirement plan into a multiple employer plan.
- Representation of a large Canadian holding company with respect to the sale of two of its U.S. subsidiaries in all matters pertaining to its employee benefits reorganization and post-sale structure, including design and implementation issues with respect to transition and shared services agreements, retirement plan organization, and offering of health and welfare benefits.
- Representation of clients involving employee benefits plan self-corrections utilizing the Employee Plans Compliance Resolution System (EPCRS).
- Representation of large and small employers regarding compliance-related issues with the Patient Protection and Affordable Care Act.
- Advises clients regarding health and welfare plans, including COBRA and HIPAA compliance, healthcare reform issues, multiple-employer welfare arrangements, and ERISA compliance issues.
- Representation of clients before the U.S. Department of Labor during investigations and in correcting plan errors.
- Counsels clients regarding their ERISA fiduciary responsibilities.
- Counsels employers regarding corporate aircraft and fringe benefit taxation issues.
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