People: Hannah B. Widlus, Partner

Photo of Hannah B. Widlus, Partner

Hannah B. Widlus

Partner

Chicago
Direct: (312) 460-5656
Fax: (312) 460-7656
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Ms. Widlus is a partner at Seyfarth Shaw LLP, and is a member of the Employee Benefits & Executive Compensation Department.  Throughout 30 years of broad legal service, Ms. Widlus has designed, implemented and terminated all types of qualified and non-qualified retirement plans, retirement plans for tax-exempt organizations, welfare plans, executive compensation programs (including stock options and stock grants) and leveraged and reversionary ESOPs and has developed extensive knowledge of tax and ERISA issues, IRS and Department of Labor audits and correction procedures, negotiation of employment and separation agreements and disputes involving those agreements, general employment issues, and the employee benefits repercussions of mergers, acquisitions, leveraged transactions, and divestitures. 

Currently, her practice has been focused primarily on two areas:  (i) the investment of public and private pension funds and relationships with investment providers and (ii) executive employment and compensation issues for public, corporate and tax-exempt employers.

Ms. Widlus regularly advises clients regarding the propriety of plan investments; relations with insurers, mutual funds and other institutions; and fiduciary obligations, with particular emphasis on legal issues relating to the investment of the assets of individual retirement accounts, pension funds and other institutional investors.  She advises investment managers, investment advisors, plan sponsors and boards of trustees regarding legal issues arising under ERISA, the Internal Revenue Code, federal securities laws and public pension laws in connection with pension fund investments as well as other fiduciary matters. Ms Widlus has worked with clients to determine and correct various types of prohibited transactions.  She is currently co-lead fiduciary counsel for a major Illinois public pension fund.

She also advises financial institutions regarding the structuring and implementation of investment transactions, vehicles and other products for public, corporate and tax-exempt pension plan investors, with particular emphasis on private equity and real estate funds, including real estate operating companies and venture capital operating companies.  Ms. Widlus regularly reviews and negotiates alternative investment vehicles for clients and works with sponsors of such investments in structuring, documenting and operating them in a manner suitable for investment by employee benefit plans.

Ms. Widlus counsels clients regarding employee benefit plan investment policies and negotiates investment management agreements between private and public pension funds and investment managers; structures investments and fees to avoid prohibited transactions; and advises fiduciaries on their obligations with respect to various issues, including proxy voting, hiring, firing and monitoring of service providers, etc. 

In addition, Ms. Widlus advises extensively on corporate, tax-exempt and public employers’ compensation matters, including equity compensation, deferred compensation, incentive compensation and golden parachute arrangements.  She regularly works with both private and public company Board of Directors and Compensation Committees regarding executive compensation and the securities reporting requirements involved therewith.  Ms. Widlus negotiates and drafts executive employment agreements, as well as executive severance and termination agreements.

Ms. Widlus also continues to counsel clients with respect to qualified plans, welfare and COBRA issues, business succession issues and transactional issues.

Ms. Widlus is a partner at Seyfarth Shaw LLP, and is a member of the Employee Benefits & Executive Compensation Department.  Throughout 30 years of broad legal service, Ms. Widlus has designed, implemented and terminated all types of qualified and non-qualified retirement plans, retirement plans for tax-exempt organizations, welfare plans, executive compensation programs (including stock options and stock grants) and leveraged and reversionary ESOPs and has developed extensive knowledge of tax and ERISA issues, IRS and Department of Labor audits and correction procedures, negotiation of employment and separation agreements and disputes involving those agreements, general employment issues, and the employee benefits repercussions of mergers, acquisitions, leveraged transactions, and divestitures. 

Currently, her practice has been focused primarily on two areas:  (i) the investment of public and private pension funds and relationships with investment providers and (ii) executive employment and compensation issues for public, corporate and tax-exempt employers.

Ms. Widlus regularly advises clients regarding the propriety of plan investments; relations with insurers, mutual funds and other institutions; and fiduciary obligations, with particular emphasis on legal issues relating to the investment of the assets of individual retirement accounts, pension funds and other institutional investors.  She advises investment managers, investment advisors, plan sponsors and boards of trustees regarding legal issues arising under ERISA, the Internal Revenue Code, federal securities laws and public pension laws in connection with pension fund investments as well as other fiduciary matters. Ms Widlus has worked with clients to determine and correct various types of prohibited transactions.  She is currently co-lead fiduciary counsel for a major Illinois public pension fund.

She also advises financial institutions regarding the structuring and implementation of investment transactions, vehicles and other products for public, corporate and tax-exempt pension plan investors, with particular emphasis on private equity and real estate funds, including real estate operating companies and venture capital operating companies.  Ms. Widlus regularly reviews and negotiates alternative investment vehicles for clients and works with sponsors of such investments in structuring, documenting and operating them in a manner suitable for investment by employee benefit plans.

Ms. Widlus counsels clients regarding employee benefit plan investment policies and negotiates investment management agreements between private and public pension funds and investment managers; structures investments and fees to avoid prohibited transactions; and advises fiduciaries on their obligations with respect to various issues, including proxy voting, hiring, firing and monitoring of service providers, etc. 

In addition, Ms. Widlus advises extensively on corporate, tax-exempt and public employers’ compensation matters, including equity compensation, deferred compensation, incentive compensation and golden parachute arrangements.  She regularly works with both private and public company Board of Directors and Compensation Committees regarding executive compensation and the securities reporting requirements involved therewith.  Ms. Widlus negotiates and drafts executive employment agreements, as well as executive severance and termination agreements.

Ms. Widlus also continues to counsel clients with respect to qualified plans, welfare and COBRA issues, business succession issues and transactional issues.

Education

  • J.D., George Washington University Law School (1979)
    with Honors
  • B.S./B.A., Miami University (Ohio) (1976)

    cum laude

Admissions

  • Texas
  • New York
  • District of Columbia

Affiliations

  • American Bar Association (Section of Taxation, Employee Benefits Committee)
  • National Association of Public Pension Attorneys (NAPPA)

Presentations

  • Presentation to Seyfarth Shaw Corporate Group, “Non-Qualified Deferred Compensation and Section 409A of the Code,” Seyfarth Shaw (May 2010)
  • Webinar panelist, “401 k Plan Investments Under Heightened Legal and Regulatory Scrutiny: Reducing Litigation and Enforcement Risks for Plan Fiduciaries and Sponsors -
  • Assessing Risks in Selecting Investment Choices,“ Sponsored by Strafford Publications (May 6, 2010)
  • “Reassessing and Disclosing Executive Pay in the New Regulatory Environment,” (September 11, 2009)
  • Webinar panelist, “Reassessing and Disclosing Executive Pay in the New Regulatory Environment,” (July 30, 2009)
  • Webinar panelist, “Retirement Plan Fiduciary Duties: Reducing Legal Risks in the Current Market, Proactive Strategies to Minimize Exposure for Investment Losses,” sponsored by Strafford Publications (July 28, 2009)
  • Webinar panelist, “Plan Fiduciaries Navigating the Current Economic Storm,” (June 2009)
  • “Implementing the Final Section 403 (b) Regulations,” Seyfarth Shaw Briefing (February 2008)
  • “Seyfarth Shaw Business Services Group retreat: ERISA for Real Estate Lawyers: VCOC’s and REOC’s (June 2006)
  • “Plan Management and Fiduciary Oversight,” Patriot Management Symposium (2006)
  • “Investment Traps:  Soft Dollars and Third Party Marketers,” National Association of Public Pension Attorneys Annual Meeting (2006)
  • “Risk Management in Tax-Exempt Investing,” Professional Risk Managers International Association (PRMIA) (August 2004)
  • “401(k) Plan Basics and Design Issues,” Sponsored by Lorman Education Services (November 2003)
  • “Compensation Issues in Family Business,” University of Illinois at Chicago (October 2001)

Publications