James S. Patterson
jpatterson@splawfirm.netPractice Areas
- Employee Benefits (e.g., Section 409A compliance issues)
- Estate Planning
- Probate - Q & A
- Corporate Law
Professional Profile
Jim is a partner with Sherman & Patterson, a law firm focusing in the areas of tax, nonqualified deferred compensation and employee benefits. Jim also practices in the areas of estate planning, probate and corporate law.
For the last 13 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 17; Jeffrey, age 15-1/2; Julia, age 8 and Susanna, age 6.
- 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).