jim.jpg

James Patterson

jpatterson@splawfirm.net

Prac­tice Areas

  • Employee Ben­e­fits
    • Deferred compensation
    • Sec­tion 409A com­pli­ance issues
    • Credit union employee benefits regulations
  • Estate Plan­ning
  • Pro­bate - Q&A
  • Cor­po­rate Law

Articles

Pre­sen­ta­tions

Pro­fes­sional Profile

Jim is a part­ner with Sher­man & Pat­ter­son, a law firm focus­ing in the areas of tax, non­qual­i­fied deferred com­pen­sa­tion (e.g., 409A and 457(f)) and employee ben­e­fits. Most of his deferred com­pen­sa­tion clients are health­care sys­tems and credit unions. Jim also prac­tices in the areas of estate plan­ning, pro­bate and cor­po­rate law.

For the last 19 years, his prac­tice has been devoted to serv­ing a wide vari­ety of cor­po­rate and indi­vid­ual clients on projects rang­ing from draft­ing employee ben­e­fit plans for large tax-exempt orga­ni­za­tions to prepar­ing wills and trusts for indi­vid­u­als. In this role, Jim has drafted numer­ous split dol­lar plans, SERPs and other non-qualified deferred com­pen­sa­tion arrange­ments and wel­fare ben­e­fit plans. Over the past three years, Jim has focused sig­nif­i­cant time in updat­ing deferred com­pen­sa­tion arrange­ments to com­ply with Sec­tion 409A of the Inter­nal Rev­enue Code. Jim’s prac­tice also includes draft­ing employ­ment agree­ments and sev­er­ance plans that inte­grate non­qual­i­fied deferred com­pen­sa­tion con­cepts with other issues relat­ing to an individual’s employment.

As a cor­po­rate lawyer, Jim has estab­lished numer­ous enti­ties (e.g., cor­po­ra­tions, part­ner­ships, lim­ited lia­bil­ity com­pa­nies) and has guided the orga­ni­za­tions through var­i­ous stages of growth. For indi­vid­u­als look­ing for estate plan­ning, Jim has devel­oped the art of work­ing with peo­ple as they plan for the future using var­i­ous estate plan­ning tech­niques. And for those whose loved ones have passed away, Jim can help walk them through the com­plex pro­bate process.

Client Ser­vice Philosophy

Jim enjoys lis­ten­ing to peo­ple and coun­sel­ing them. Jim is sen­si­tive to the stress clients feel when a loved one dies, when busi­nesses are being formed or dis­solved, and when clients con­tem­plate their own deaths in the course of doing their per­sonal estate plan­ning. Jim deliv­ers accu­rate, timely and com­pre­hen­sive legal ser­vices to each of his clients.

Edu­ca­tion

Juris Doc­tor, J. Reuben Clark Law School, May, 1995

Bach­e­lor of Arts, magna cum laude, Eco­nom­ics and Ital­ian, Brigham Young Uni­ver­sity, 1992

Bar Admis­sion

Min­nesota, May 1996

Pro­fes­sional Asso­ci­a­tions And Memberships

Board Chair, J. Reuben Clark Law Soci­ety, Min­nesota Chapter

Pro Bono Activities

Con­sulted with indi­vid­u­als who were in debt, and helped them work out pay­ment solutions Set up estate plans for indi­vid­u­als who could not afford to pay for such services Donated estate plans for church and com­mu­nity fundrais­ing events

Per­sonal Information

Jim is mar­ried to Melissa Pat­ter­son and has four chil­dren: Stephen, age 23; Jef­frey, age 21; Julia, age 14 and Susanna, age 12. Jim likes sports. He plays rac­quet­ball reg­u­larly and likes to run. He has coached his kids’ soc­cer teams over the years and has enjoyed spend­ing that time with them each summer.

Rep­re­sen­ta­tive Experience

Clients: Major health­care providers

Client Projects: Updated hun­dreds of plan doc­u­ments from 2005 to 2008 to com­ply with new Sec­tion 409A of the tax code.

Jim’s Role: Jim reviewed new design infor­ma­tion for the affected plans, and pre­pared lists of open issues and required doc­u­men­ta­tion for the clients to review. After address­ing those issues and inter­pret­ing rel­e­vant tax rules under Sec­tion 409A, Jim drafted restated plans to com­ply with the 409A rules. He also inter­preted new 409A guid­ance as it came out and drafted addi­tional revi­sions to keep plans compliant.

Client: Major health­care provider

Client Project: The orga­ni­za­tion desired to restate its defined ben­e­fit Sup­ple­men­tal Exec­u­tive Retire­ment Plan to account for new ben­e­fit for­mu­lae and offsets.

Jim’s Role: Jim reviewed the plan and con­tacted the ben­e­fit design­ers. He also dis­cussed the SERP design with the tech­ni­cal ana­lyst to con­firm that the ben­e­fit plan’s terms were con­sis­tent with the assump­tions that would be used in deter­min­ing the SERP ben­e­fit. Jim then drafted the restated plan and worked through revi­sions requested by the client.

Client: Major health­care provider

Client Project: The Chief Exec­u­tive Offi­cer con­tem­plated early ter­mi­na­tion or pos­si­ble force-out, but did not under­stand the impact such ter­mi­na­tion would have on the ben­e­fits promised to him under var­i­ous ben­e­fit plans spon­sored by his employer. He asked Jim to review all of his plans, and to explain to him the impli­ca­tions of his early termination.

Jim’s Role: Jim reviewed the plans and cre­ated a table that set out the dif­fer­ent ter­mi­na­tion sce­nar­ios and the ben­e­fits the CEO would receive in each of those cases. Jim sim­pli­fied com­pli­cated pro­vi­sions so that the CEO could make employ­ment deci­sions with full knowl­edge of the impact on his ben­e­fit plans. Jim cre­ated time­lines show­ing rel­e­vant dates for force-out elec­tions and ben­e­fit vesting.

Client: Exec­u­tive

Client Project: The client needed advice on estate plan­ning and effi­cient asset admin­is­tra­tion after death.

Jim’s Role: Jim reviewed the client’s sit­u­a­tion and rec­om­mended estab­lish­ing funded liv­ing trusts to avoid pro­bate, pour-over wills, pow­ers of attor­ney and health care direc­tives. Jim set up the trusts and helped the client to fund his assets into the trust. Jim reviewed stock pur­chase agree­ments and other employee ben­e­fits to deter­mine how to cor­rectly trans­fer the assets into the trust.

Client: Per­sonal Rep­re­sen­ta­tive (execu­tor) of will

Client Project: The client needed help in pro­bat­ing her father’s estate. She was over­whelmed by the project and needed encour­age­ment and legal ser­vices through­out the pro­bate proceeding.

Jim’s Role: Jim filed the nec­es­sary doc­u­ments and addressed issues as they came up. In this case the client’s father had made a sep­a­rate writ­ing right before death that was inad­mis­si­ble in court because the writ­ing was not wit­nessed or nota­rized. Jim there­fore dis­cussed the legal and eth­i­cal impli­ca­tions of the sit­u­a­tion, and tried to help his client make the best deci­sion as to how to proceed.

Client: Per­sonal Rep­re­sen­ta­tive (execu­tor) of will

Client Project: The client needed help in remov­ing the per­sonal rep­re­sen­ta­tive in an ancil­lary pro­bate that had dragged on for a few years, and in com­plet­ing the pro­bate. When Jim took over the case, the real estate was in the mid­dle of an emi­nent domain pro­ceed­ing because the orig­i­nal per­sonal rep­re­sen­ta­tive had refused to con­sent to an ease­ment required by the county to expand the county road adja­cent to the property.

Jim’s Role: Jim con­tacted the County Attor­ney and nego­ti­ated a res­o­lu­tion to the prob­lem. Although the suc­ces­sor per­sonal rep­re­sen­ta­tive had yet to be appointed, Jim resolved the sit­u­a­tion with­out the need for a hear­ing that would have been costly for the client. Jim then got the orig­i­nal per­sonal rep­re­sen­ta­tive removed by appear­ing in a court hear­ing and pre­sent­ing the basis for the removal set out in the peti­tion. The judge granted the peti­tion and appointed the new per­sonal rep­re­sen­ta­tive. Jim also had other clean-up work to do, includ­ing prepar­ing and fil­ing a Min­nesota estate tax return that should have been filed a year earlier.

Client: Busi­ness owners

Client Project: Some busi­ness own­ers wanted to form a new cor­po­ra­tion that would lease space from a build­ing they owned, while remain­ing a sep­a­rate and dis­tinct orga­ni­za­tion. The busi­ness own­ers were to share in the own­er­ship of the new com­pany with other indi­vid­u­als, but would not be involved in the day-to-day oper­a­tions of the com­pany. One pri­mary con­cern was to estab­lish a stock pur­chase agree­ment that would limit the unau­tho­rized trans­fer of shares, and set out pro­ce­dures to fol­low in case one of the share­hold­ers died or became dis­abled. The busi­ness own­ers also wanted to address com­pli­cated val­u­a­tion issues in the agreement.

Jim’s Role: Jim worked with the company’s accoun­tant to under­stand the tax plan­ning. He com­mu­ni­cated with the share­hold­ers and the accoun­tant to make sure that all of the par­ties had a con­sis­tent under­stand­ing of the tax and legal issues affect­ing the new com­pany. He drafted the cor­po­rate doc­u­ments and explained to the share­hold­ers com­pli­cated pro­vi­sions, such as the re-purchase rights, val­u­a­tion for­mu­lae, and gaunt­let pro­vi­sion (that allowed a share­holder to force the pur­chase of another shareholder’s shares by the others).