As a partner in the Employee Benefits & Executive Compensation practice group at Thompson Hine LLP, David Whaley assists private and public companies and nonprofit organizations with all areas of employee benefits, including design, implementation and compliance in connection with tax qualified and nonqualified deferred compensation and health and welfare arrangements, as well as employee fringe benefits.
He also has extensive experience in the area of employee stock ownership plans (ESOPs), representing company sponsors of ESOPs and ESOP trustees and fiduciaries in acquisition transactions between the company, selling shareholders and the ESOP. In addition, he has worked with ESOP companies and ESOP trustees and fiduciaries in connection with acquisitions, divestitures and corporate organization once the ESOP owns company stock. He also assists both ESOP companies and lending institutions in connection with loans made to ESOP companies to enable those companies to be able to meet their unique needs. Governmental investigations, participant claims processing, governmental and plaintiff litigation – yes, those have all been part of his professional legal experience, too.
Throughout this professional journey, rife with changing laws, regulations and a host of other fluid intricacies, however, Whaley has consistently adhered to a bit of sage insight he once gleaned from a former partner/best friend and mentor.
“He taught me how to practice law,” Whaley recalls. “He said, ‘Our job is not to answer our clients’ questions; our job is to solve our clients’ problems.”
And with the ever-changing employee benefits landscape these days, there are plenty of problems to solve.
As such, Whaley’s practice encompasses assisting employers with modifying and properly administering both small and large defined benefit and defined contribution plans, supplemental retirement programs, equity compensation programs, health and welfare arrangements and employee fringe benefits programs. He assists nonprofit employers in drafting and administering qualified and nonqualified plans, and he helps larger employers, both public and private, in establishing benefit programs for newly established entities resulting from corporate reorganizations. Whaley can also be found representing plan sponsors before the Department of Labor, Internal Revenue Service and the Pension Benefit Guaranty Corporation in connection with audits of employee benefit plans.
As if that doesn’t sound complicated enough, Whaley’s law practice involves helping employers comply with the mandates of the Affordable Care Act.
What led him into such a detailed, diversified law field?
“During the summer between my second and third year of law school, I was a summer clerk at a firm and was focusing on small litigation matters and general corporate matters, when, because I had taken a partnership tax class the semester before, I was pulled into the employee benefit space by a partner who asked me if I wanted to work on a project,” Whaley recalls. “ESOP is just a subset of employee benefits, so, as I was practicing in the employee benefits space I spent more time with ESOPs and ESOP owned companies and I enjoyed it. There are some great stories at the end of the day. You basically help spread a company’s ownership to all the employees. It’s an altruistic space – and when you get right down to it, it’s pretty enjoyable to think you are really leveling the playing field for workers.
“You’ve transferred ownership position of, say, a family company owned by dad and the kids to all the employees. The employees are then in control of their future. The employees are more productive because they feel more engaged. It’s a good mechanism for their retirement. You break apart the economics of a company and spread the wealth among the employees. Employees are more productive because they feel more engaged in the company. In this space, you feel like you are moving the ball forward for everybody.”
A graduate of the University of Dayton, Whaley and his older sister, Nan Whaley, the mayor of Dayton, grew up in Indianapolis.
“My sister went to Dayton, and I followed her,” he says. “After law school I had offers to stay in Dayton, and I had offers to come to Cincinnati. Even then, it was evident my sister was going have quite a shadow in Dayton, and I came to Cincinnati to get out of her shadow.
“And her shadow just got really big,” he adds, referring to the Aug 4 mass shooting in Dayton’s Oregon district. With the spotlight on Dayton, and Nan comforting residents in the aftermath of such a tragedy less than 24 hours after the mass shooting at a Walmart in El Paso, she became a national voice for common-sense gun control.
“We often say we live in a mutual affection society – we are both unbelievably proud of each other, and help each other when ever there is a need,” Whaley says of his relationship with his sister.
Their parents impressed upon them at an early age the importance of community involvement, of making a difference, he notes.
“I had no interest to go into politics or work in government. I knew I wanted to work in the high-finance business, and I realized my junior year in college that there were odd subsets of legal practice areas that merged private and public goals that I could chase my dreams while still working in a way to make the community better. That felt good. That drew me further into the ESOP space, where I help transition a company from single owner to all the employees as owners. The notion my sister and I were raised with – to make a difference, to be involved in our community- really led the way to how I practice law today.”
Thompson Hine is located at 312 Walnut St, # 1400, Cincinnati, OH 45202. For more information, visit www.thompsonhine.com.