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Dorene B. Cohen
Dorene B. Cohen
Experience | Education | Recognition | Activities | Publications
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Biography
Dorene is a partner in the firm’s Employee Benefits and Executive Compensation practice in Houston and a member of V&E's Talent Management Committee. Dorene joined the firm in 1990 after graduating from the University of Texas School of Law with high honors. Dorene’s practice focuses on employee benefits and executive compensation, including design and administration of all types of employee benefit plans (retirement and welfare) and executive compensation arrangements (employment, severance, and change of control agreements), the employee benefits aspects of mergers and acquisitions and initial public offerings (including stock option transition matters, parachute payment excise tax issues, employment agreements, benefit plan transition matters, and retention bonus arrangements), and ERISA litigation. Dorene also counsels plan sponsors and plan fiduciaries on the fiduciary requirements of ERISA and minimizing exposure to fiduciary litigation. Dorene represents clients in administrative matters before the Internal Revenue Service and the Department of Labor. She also has significant experience in ERISA and employment litigation matters in federal and state court and arbitration. Dorene has represented publicly-traded and privately-held corporations and tax exempt and governmental entities. She works very closely with clients engaging in a wide variety of industries including automotive, energy exploration and production, pipeline, health care, manufacturing, oilfield services, and others.
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Representative Experience
Design, Implementation, and Administration of Employee Benefit Plans View All
- Initial plan design, amendments, restatements, terminations, and preparation of summary plan descriptions for qualified retirement plans (individually designed and prototype 401(k), and profit sharing plans, and defined benefit and cash balance plans), 403(b) plans, nonqualified deferred compensation plans, 457 plans, and welfare benefit plans (group health plans, cafeteria plans, health and dependent care flexible spending arrangements)
- Preparing of compliance, qualification, and correction submissions to the Internal Revenue Service and the Department of Labor with respect to qualified plans
- Advising about and preparing severance plans, early retirement and voluntary exit programs, and related waiver and release agreements
Executive Compensation View All
- Representing various clients, including for-profits and nonprofits, in reviewing and redesigning their nonqualified deferred compensation arrangements for compliance with Section 409A of the Internal Revenue Code
- Representing private and publicly-traded corporations and master limited partnerships in the design and operation of their incentive compensation plans, including stock options, unit options, restricted stock and restricted unit awards, phantom stock and phantom unit awards, and other equity participation arrangements, performance based compensation, and long-term and short-term bonus programs
- Representing private and publicly-traded companies in reviewing their stock option granting practices
Transactional Matters View All
- Represented various clients in employee benefits issues related to mergers and acquisitions, including recently a $2 billion joint venture formation, a $2.5 billion pipeline acquisition, and a $3.5 billion merger of a publicly-traded energy service company
- Representing various privately-held companies in the executive compensation and employee benefits aspects of initial public offerings
- Represented a not-for-profit hospital in various acquisitions and significant expansion of the scope of its services
ERISA Litigation
- Represented a publicly-held company in ERISA litigation concerning an employee stock ownership plan
- Represented a plan fiduciary in litigation concerning company stock held in a 401(k) plan of a public company
- Representing publicly-held companies in litigation avoidance reviews in connection with employee stock in 401(k) plans and other fiduciary matters
Prior results do not guarantee a similar outcome.
Education and Professional Background
- University of Texas School of Law, J.D. with high honors, 1990 (Chancellors; Order of the Coif; Texas Law Review; Phi Kappa Phi)
- University of Texas, B.A. Accounting with highest honors, 1987 (passed all sections of the Certified Public Accountants' examination, May 1987)
- Admitted to practice: Texas, 1990; U.S. District Court for the Southern and Eastern Districts of Texas; Fifth and Tenth Circuit Courts of Appeal
Professional Recognition
- "Texas Rising Star" in employee benefits and ERISA, Texas Monthly, 2005
- "Lawyers on the Fast Track," H Texas, 2004
- Who's Who in American Law
Activities and Affiliations
View All
- Member: American Bar Association; Houston Bar Association
- Former Chair: Houston Young Lawyers Association Hunger Relief Committee
- Former Director: Houston Young Lawyers Association
Publications and Presentations
View All
- “Executive Compensation: Crucial Issues” at a Vinson & Elkins, Towers Perrin, and Fidelity Investment Client Seminar, May 2006
- “Nightmare Before Christmas: Employee Benefit Plans Update” at a Vinson & Elkins Client Seminar, December 2004
- “The Mutual Fund Crisis and the Prudent ERISA Fiduciary's Response,” at a Vinson & Elkins Client Seminar, April 2004
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Full Biography
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First City Tower 1001 Fannin Street Suite 2500 Houston, TX 77002-6760
Tel +1.713.758.1174
Fax +1.713.615.5974
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