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Mr. Sholk concentrates in the areas of employee benefits, executive compensation, employment and severance agreements, campaign finance, and tax-exempt organizations. He regularly counsels corporations on the formation and operation of political action committees and compliance with federal and state pay-to-play laws. He is actively involved in negotiating and drafting employment and severance agreements for executives and structuring nonqualified deferred compensation arrangements and equity compensation plans.
Areas of Focus
Executive Compensation & Employee Benefits
Mr. Sholk regularly counsels corporations and their executives on the employee benefit issues in mergers and acquisitions, such as tax issues, incentive plans, and the negotiation and drafting of the employee benefit provisions of merger and acquisition agreements. He also addresses whether the transaction triggers the golden parachute provisions of Sections 280G and 4999 of the Internal Revenue Code and withdrawal liability under the Multiemployer Pension Plan Amendments Act. In addition, Mr. Sholk drafts and negotiates executive employment agreements, focusing on the issues of restrictive covenants, severance benefits, change-in-control provisions, and compliance with Section 409A of the Internal Revenue Code. He addresses the treatment of golden parachutes through full or partial gross-ups, valleys, and safe-harbor cutbacks. Finally, he drafts and counsels on equity compensation plans.
In the qualified plan area, Mr. Sholk conducts compliance audits and represents plan sponsors in EPCRS submissions and negotiations with the IRS. Furthermore, he regularly counsels fiduciaries of qualified plans on the investment of plan assets, especially with respect to prohibited transaction and unrelated business taxable income issues. He also drafts and negotiates recordkeeping agreements, directed trustee agreements, and investment management agreements.
Campaign Finance
Mr. Sholk regularly counsels clients on compliance with New Jersey state, county, and municipal pay-to-play rules, as well as the pay-to-play rules of the Securities and Exchange Commission, FINRA, and Municipal Securities Rulemaking Board. He advises corporations and their executives on the permissible activities in campaigns for public office and issue advocacy. He counsels corporations on making independent expenditures without coordination with candidates and political parties, as well as the disclosure obligations with respect to independent expenditures.
Mr. Sholk also represents political action committees and advocacy organizations with respect to compliance with the Federal Election Campaign Act, the Internal Revenue Code, and state election and lobbying laws.
Professional Association Activity
Mr. Sholk has been active with the Employee Benefits Committee of the Section of Taxation of the American Bar Association and has participated in the comment letters on golden parachutes, Section 409A, split dollar life insurance arrangements, incentive stock options, the prohibited transaction exemption for investment advice, and the Worker Economic Opportunity Act.
Credentials
Education
New York University School of Law (LL.M.)
University of North Carolina School of Law (J.D., with honors)
- Research Editor, North Carolina Journal of International Law and Commercial Regulation, 1980-1981
Rutgers University (B.A., with highest honors)
- Phi Beta Kappa
Professional Admissions
State of New Jersey
United States Court of Appeals for the Third Circuit
United States Tax Court
United States Claims Court
Professional Activities
American Bar Association
Co-Chair of the Nonqualified Deferred Compensation Committee
Section of Taxation
Employee Benefits Committee
Executive Compensation Subcommittee
Exempt Organizations Committee
Religious Organizations Subcommittee
Political and Lobbying Activities and Organizations Subcommittee
American Bar Foundation
Fellow
National Association of Bond Lawyers
Scribes: The American Society of Writers on Legal Subjects
Judicial Clerkship(s)
Law clerk to the Honorable John W. Fritz, Presiding Judge, Appellate Division, Superior Court of New Jersey, 1981-1982
Civic/Charitable Activities
Union of Orthodox Jewish Congregations of America
Board of Directors, 2008-2014
Republican Jewish Coalition