James F. Ambrose
Retired
One Financial Center121 SW Morrison Street, Suite 600
Portland OR 97204
jambrose@fwwlaw.com
503-228-6044
Practice Summary
Jim serves as general counsel and tax counsel for many closely held companies in the areas of business formation, acquisitions, professional service contracts, financing, business succession planning and tax planning. Jim has periodically been engaged as a speaker at local and statewide meetings regarding qualified retirement plans and taxation of fringe benefits.
A focus of Jim's practice is designing, implementing and consulting in the area of qualified pension and profit-sharing plans. In that area of practice his expertise includes 401(k) and employee stock ownership plans, defined benefit plans, cross-tested and age-based retirement plans, welfare plans and non-qualified deferred compensation plans.
A focus of Jim's practice is designing, implementing and consulting in the area of qualified pension and profit-sharing plans. In that area of practice his expertise includes 401(k) and employee stock ownership plans, defined benefit plans, cross-tested and age-based retirement plans, welfare plans and non-qualified deferred compensation plans.
Representative Matters
General Employee Benefits Compliance- Compliance Counsel - advising on how best to satisfy tax, labor, employment and PBGC pronouncements and regulations, including ERISA reporting and disclosure requirements
- Plan administration and correction - helping clients interpret and administer plans and, if necessary, correcting problems using IRS and DOL correction programs
- Fiduciary counseling and plan termination guidance - counseling employers, plan trustees and others about fiduciary responsibility, prohibited transactions, unrelated business income, mergers and transfers of plan assets, and plan termination.
Retirement Plans
- Benefit program design - identifying the greatest tax advantages, utilizing cross-testing and Social Security integration and comparability
- Draft of Plan documents - creating both individually designed and IRS pre-approved plan documents that satisfy requirements for qualified retirement plans
- Plan qualification - overseeing and managing the process of obtaining IRS favorable determination letters for qualified retirement plans
Health & Welfare Plans
- Flexible benefit plans - designing and drafting flexible benefit (cafeteria) and helping clients administer them
Executive Compensation
- Equity compensation - drafting and advising on stock-based plans that provide for both incentive and non-statutory (non-qualified) stock options, stock appreciation rights plans and direct stock bonus grants; analyzing and advising on tax consequences
- Nonqualified deferred compensation - drafting and advising on the structure and tax ramifications of arrangements that defer compensation independent of qualified plans, and analyzing tax consequences under Tax Code Section 409A
Litigation and Benefits Claims Disputes
- ERISA litigation - providing substantive consulting on underlying benefit issues
- Benefit claim disputes - advising clients on litigation risks and assisting with the proper handling of the plan's administrative claims review procedure
Education
Loyola Law School, Los Angeles (J.D. cum laude 1978)University of Notre Dame (B.A. cum laude 1975)
Admissions
Oregon State BarCalifornia State Bar