Mr. Cullen’s practice focuses on executive compensation, employee benefits, ERISA and applicable provisions of the Internal Revenue Code. Because some clients sponsor non-ERISA programs, he has developed a thorough understanding of applicable state law contract, property and regulatory principles as well as positions taken by regulators, including the IRS, U.S. Department of Labor and the PBGC. Mr. Cullen works with employers, financial institutions, insurance companies, investment advisors, tax-exempt organizations, trade associations, and individuals to manage this very complicated area of compliance.

Bar Admissions

Admissions

• Pennsylvania State Bar
• United States District Courts for the Western and Middle Districts of Pennsylvania

Education

• Holy Cross College, A.B. 1972
• Duquesne University School of Law, J.D., 1975

Significant Accomplishments

Advising clients on defined benefit plans, including mergers; spinoffs; funding waivers (including negotiations with PBGC); investment policies; cash balance plan operations; conversions to cash balance from traditional formula plans; conversions to career average from traditional formula plans; terminations, standard and distress (including bankruptcy aspects); 4062(e) planning and negotiation; freezes; transfers to and from multiemployer plans; early retirement window programs (ADEA planning); lump sum settlement offers; and 401(h) accounts

Advising clients on multiemployer plans, including withdrawal liability determination and estimates, “slow leak” planning, and 4204 transactions and planning

Providing advice on defined contribution plans, including 401(k), employer-sponsored 403(b) and profit-sharing plans

Advising clients on welfare plans and payroll practices, such as terminations, including termination of retiree benefits, and reduction in force planning, including severance and special health arrangements

Advising clients as to their fiduciary duties regarding counseling on claim handling, 404(c) structuring and planning, stock contributions, reimbursement of employer expenses, processes of fiduciary review of investments in defined benefit plans, processes for reviewing defined contribution plan investment offerings, and share voting or tendering issues

In acquisition and disposition transactions, providing due diligence and potential liability estimates; golden parachute structuring, reviews and estimates; and document review

Advising clients on executive compensation, including employment agreements (including change-in-control provisions) and design and implementation of option, restricted stock, bonus and comparable incentive programs

Advising public companies on structuring executive compensation, including plan design, 162(m) compliance, ISS/Glass Lewis/Say-on-pay issues and planning, and Proxy CD&A drafting

Providing advice to nonprofit organizations on intermediate sanction/excess benefit reviews of executive compensation

Advising private companies on general tax compliance regarding executive compensation

Partner, K&L Gates

Clerk, Chief Justice of the Pennsylvania Supreme Court