Robert
Robert T. "Robbie" Mashburn, Jr.
1001 Fannin Street
Suite 1800
Houston, Texas 77002

Overview

Robbie is a business lawyer experienced in all aspects of employee benefits and executive compensation, including plan design, administration, operation, legal and regulatory compliance and implementation of:

  • defined contribution and defined benefit retirement plans, 
  • welfare benefit plans, 
  • nonqualified deferred compensation plans, 
  • equity based compensation plans, such as stock-based and partnership unit-based compensation option plans, restricted stock or restricted stock unit plans, stock appreciation rights plans and phantom stock plans

Robbie negotiates and prepares executive employment and severance agreements, collaborating with other attorneys on employee benefits and compensation aspects of mergers, acquisitions, dispositions and spin-offs, and resolving operational and compliance issues with the Internal Revenue Service and the Department of Labor. He also has significant experience in the application of ERISA to pension and welfare arrangements, and has handled all types of ERISA claim, examination and litigation matters, including IRS audits, DOL investigations, claims for benefits or breach of fiduciary duty by plan sponsors, administrators and trustees, employer securities issues and ERISA plan issues.

Robbie has experience working with publicly traded corporations and master limited partnerships, private companies and partnerships in various fields, educational institutions, hospitals, governmental entities, churches, closely held companies, boards of directors, compensation committees, and individual executives. He received his Juris Doctor from Tulane University Law School and his L.L.M. in Tax from New York University. Robbie is also a Certified Public Accountant.

Experience

Robbie has assisted and counseled clients regarding various matters including:

  • On-going Administration:  All facets of the administration, compliance and documentation regarding a global publicly-traded company’s US employee benefit matters, including acquisitions and divestitures, single and multiemployer defined benefit plans, defined contribution plans, nonqualified plans, health and welfare plans and equity plans.

  • Audits:  Advising various employers in audits or investigations by the Department of Labor regarding pension benefit issues, 401(k) administrative issues, ERISA prohibited transactions, COBRA issues, HIPAA issues and welfare compliance.

  • SEC Disclosures:  Assisting various publicly traded clients regarding all disclosures, including proxy disclosures, financial footnotes, and prospectuses, required with regard to qualified and nonqualified plans, retiree obligations and equity plans.

  • Governmental:  On-going administration and compliance relating to a Texas municipality’s hospital district retirement plan, municipal pension plan, firefighter plan and health and welfare matters.

  • Litigation:  Assisting in representation of a client director in a section 401(k) employer stock drop claim motion to dismiss.

  • Equity Plan:  Establishing a global equity plan for a publicly traded corporation and coordinating the implementation of the plan in 32 countries.

  • Employment Agreements:  Negotiating, designing, and preparing employment, change of control, severance, retention, deferred compensation, and restrictive covenant agreements (including non-competition, non-solicitation, and confidentiality agreements) for employees and executives of various clients.

  • Health and Welfare:  Counseling various employers regarding group health and welfare benefit plans (including ERISA, Internal Revenue Code, COBRA, HIPAA, Affordable Care Act and CARES compliance) and drafting of related cafeteria plan, flexible benefit plan and “wrap” welfare benefit plan documents 

  • COVID-19:  Advising clients with regard to return to work employee benefit matters following layoff or temporary furloughs due to the COVID-19, restructuring of benefits due to COVID-19, e.g., salary reductions and suspension of matching contributions under qualified and nonqualified plans, in light of FFCRA and CARES Act, and pension plan funding mattes..

  • Change of Control:  Designing, restructuring, and implementing executive employment and change of control agreements of publicly traded oil and gas client.

  • Finance:  Reviewing and drafting ERISA or employee benefit plan provisions in revolving credit agreement of oil and gas client.

  • Compensation:  Negotiating and analyzing sophisticated elements of large private university head football coach’s current and deferred compensation.

  • Tax Exempt:  Planning and assisting in litigation regarding the pension plan matters related to the privatization of municipal functions in tax-exempt entities.

  • Compensation:  Providing alternatives and restructuring the compensation of certain employee of large private university considering new Section 162(m) rules.

  • Acquisitions:  Analyzing and negotiating the employee benefit aspects related to the acquisition of US assets by a Canadian entity, including and drafting the corresponding provisions of the acquisition documents.

  • Deferred Compensation:  Tailoring non-US publicly traded entity’s deferred compensation program to include employees employed in the US and US citizen employees employed globally.

  • On-going Administration:  All matters regarding the US employee benefit matters, including single and multiemployer defined benefit plans, defined contribution plans, nonqualified plans, and health and welfare plans, of a global publicly traded company.

  • Governmental:  On-going administration and compliance of a Texas governmental instrumentality’s union and non-union defined benefit plan, section 457(b), 457(f), 403(b), 401(a) plans, municipal pension plan, firefighter plan and health and welfare matters.

  • Compensation:  Executive compensation, including section 457(f) issues, of a private hospital corporation.

  • On-going Administration:  All matters regarding a publicly traded technology corporation’s section 401(k) plan, deferred compensation plan and health and welfare plans.

  • Executive Compensation:  Advising compensation committee of publicly traded technology corporation regarding executive compensation matters, including issues surrounding Institutional Shareholder Services (ISS), Glass Lewis, Say on Pay and proxy disclosures.

  • Litigation:  Assisting in representation of a client employer regarding former executive’s employment contract dispute relating to deferred compensation benefits.

  • Acquisitions:  Analyzing successor liability for defined benefit plan liabilities in acquisition of physician’s group by private medical entity, including analyzing controlled group issues.

  • Qualified plans:  Terminating defined benefit plan of tax-exempt client.

  • Equity Plan:  Establishing a global employee stock purchase plan for a publicly traded corporation and coordinating the implementation of the plan in 22 countries.

  • Acquisitions:  Employee benefit matters related to stock acquisition by oil and gas client, including post-closing merger and termination of various acquired plans.

  • Compliance:  Negotiating with the Pension Benefit Guaranty Corporation regarding law firm’s underfunded defined benefit plan.

  • Plan Termination:  Terminating union and non-union defined benefit plans acquired by client in acquisition, including utilizing potential reversion from union plan to offset underfunding of non-union plan.

  • Spin-off:  Employee benefit plan and executive compensation matters in spinoff transaction by a publicly traded corporation.

  • Acquisitions:  Employee benefit aspects of two separate acquisitions of companies, the stock of each of which were held primarily by ESOPs, by private equity firms.

  • Change of Control:  Designing and establishing tiered change of control agreement structure of all levels of management of large banking company.

  • Retiree Medical:  Counseling and assisting in litigation regarding the elimination of retiree medical benefits by a publicly traded client.

  • Compliance:  Negotiating and entering into closing agreements with the Internal Revenue Service.

  • Compliance:  Internal Revenue Service voluntary compliance filings regarding qualified defined benefit plans of five subsidiaries of publicly traded client being divested with operational failures spanning a 10-year period.

  • Acquisitions/Equity:  Preparing and implementing stock option plan assumption and award substitutions following acquisition of another publicly traded entity.

  • On-going Administration:  Assisting and counseling on an on-going basis section 401(k) plan administration and compliance and executive employment and retention agreements of general partner of publicly traded master limited partnership.

  • Consultant Agreement:  Preparing consultant agreement for retiring chief executive officer of private hospital company.

  • Finance:  Reviewing and drafting ERISA or employee benefit plan provisions in margin loan agreement of energy client.

  • Litigation:  Assisting with removal and dismissal of claim against client for retirement benefits under a one-paragraph ERISA plan.

  • Litigation:  Assisting in representation of a large bank trust company in a section 401(k) employer stock drop case.

  • Spin-off:  Employee benefit plan and equity compensation matters in spinoff transaction by a publicly traded corporation.

  • Compliance:  Counseling law firm regarding underfunded defined benefit plan.

Involvement

Professional

  • American Bar Association

  • State Bar of Texas

  • Houston Bar Association

  • Louisiana State Bar Association

  • Louisiana Society of Certified Public Accountants

Recognition

  • H Texas Magazine, “Top Lawyer” in Houston ERISA, 2006

  • Texas Super Lawyers, Employee Benefits/ERISA, 2003

  • Inside Houston Magazine, Top Employee Benefits Lawyer, 2002

Presentations

  •  “Update New Deferred Compensation Rules/Benefit to Executives,” HBA Tax Section, Houston, Texas, November 15, 2006

  •  “New Deferred Compensation Rules,” Shell/Fulbright & Jaworski Tax Seminar, Houston, Texas, June 2006

  •  “Current IRS Audit and Correction Issues – Tips and Traps,” 2005 Southwest Benefits Association/Internal Service Plan Administrator Skills    Workshop, Houston, Texas, February 25, 2005

  •  “Minimum Distribution Requirements,” 12th Annual Employee Benefits Conference for Practitioners and Plan Sponsors, Southwest Benefits    Association, Dallas, Texas, October 21-23, 2001

Publications

  • “IRS Position Shift on Performance-Based Compensation,” Fulbright’s Corporate & Business Transactions Practice Series, March 2008
    “Update 401(k) Plan Fees Cases – Plaintiffs’ Claims Dismissed,” Fulbright & Jaworski L.L.P. ERISA Litigation Briefing, 2007

  • “2005 Equity Compensation Plan Issues,” Fulbright & Jaworski L.L.P. Legal Update, 2005

  • “The Landscape of ERISA Litigation in the Supreme Court and Fifth Circuit for 2004 (and part of 2005),” Fulbright & Jaworski L.L.P. ERISA Litigation Update, 2005

  • Contributing Author, Employment Law Deskbook for Human Resource Professionals, West, 2004

After Hours

"Whenever I get a chance, I am likely in my shop woodworking.  I especially love getting my hands dirty renovating homes.  I also love attending festivals and watching all the major sports with my family."