Caroline Talley has a deep understanding of employee benefits law. Over her 30+ year career, Caroline has assisted numerous businesses to design, draft, and defend all types of qualified and non-qualified employee benefit plans. Her creative, client-focused approach creates the environment for her clients to build out compliant plans that serve employees well.

As an attorney focused on employee benefits, Caroline helps steer employers – including many of the hospital and health system clients of the firm – through the complexities of establishing and maintaining pension and benefit plans. She has handled every type of plan, including 401(k) and 403(b) plans, profit sharing plans, pension plans (including hybrid/cash balance plans), health and welfare plans, collectively bargained plans, Taft-Hartley plans, SERPs, excess benefit plans, and severance plans. Caroline also represents her benefit plan clients with various qualification and compliance issues, including determination letter and advisory opinion filings, plan audits, and correction program submissions.

Caroline is dedicated to ensuring that her clients get the most out of their benefit plans. Her comprehensive knowledge of the intricacies of employee benefits law enables her to provide counsel and advice of abiding benefit. And with her responsive style and diligent approach, Caroline’s clients have the confidence that their employee benefits questions will be swiftly addressed.

  • Assisted family entertainment center business in creation of bonus plan.
  • Advised and drafted a severance and retention program for a mid-sized not-for-profit tax-exempt hospital system.
  • Advised and drafted C-suite employment agreements, non-qualified executive compensation plans and agreements, and SERPs for a large not-for-profit tax-exempt hospital system, including guidance on Section 457 rules for tax-exempt employers.
  • Counseled a Fortune 500 company on Section 409A error corrections that would enable affected executives to avoid tax penalties.
  • Counseled the general counsel and the compensation committee of a mid-sized not-for-profit tax-exempt hospital system on the CEO's separation pay under Sections 457 and 409A.
  • Advised an affiliate of a private equity firm on plan design and market practices for executive deferred compensation plan.
  • Advised and assisted a private petroleum distribution company with employee severance agreements, confidentiality agreements, and ADEA compliance.
  • Represented a mid-sized not-for-profit tax-exempt hospital system in negotiating the separation agreement for a retiring chief medical officer.
  • Represented a large not-for-profit tax-exempt hospital system in negotiating the employment agreement, severance pay, and long-term incentive plan for its CEO.
  • Assisted a multinational Fortune 500 company with 100+ mergers involving 401(k) plans and defined benefit / cash balance plans over a 15-year period, including counseling on due diligence, designing and drafting plan documents and participant communications, and managing governmental filings.
  • Advised and assisted a large not-for-profit tax-exempt hospital system with a defined benefit plan spin-off and termination to reduce plan expenses.
  • Assisted a public company to de-risk its defined benefit plans through a lump sum window offering, including drafting plan amendments and participant communications.
  • Assisted a Fortune 500 start-up company in structuring its health and welfare programs, including self-insured and fully insured health plans, disability programs, wrap plans, retiree-only plans, account-based programs (FSAs, HRAs, and HSAs), Section 125 plan, and fringe benefit programs.
  • Conducted a comprehensive health and welfare benefits compliance audit (tax, HIPAA, COBRA, ERISA, etc.) for an affiliate of a private equity firm.
  • Counseled the fiduciary committee for an affiliate of a large privately-held engineering, construction, and project management company on fiduciary responsibility, oversight, delegation, and best practices for administering qualified employee benefit plans and welfare programs, including conducting fiduciary training, risk assessments, and internal audits.
  • Advised the fiduciary committee of a government contractor on the fiduciary implications in the purchase of a pension annuity contract for discrete participant populations.
  • Advised a large not-for-profit tax-exempt hospital system on worker classification issues and consequences for employee benefit plans.
  • Represented a large medical practice in its DOL audit and advised on applicable corrections.
  • Counseled a large financial institution on an EPCRS submission to the IRS to correct late required minimum distributions payable to participants in multiple legacy plan populations.
  • Negotiated a 403(b) vendor conversion for a large not-for-profit tax-exempt hospital system, including service agreements, trust agreements, and plan conversion documents.
  • Assisted bankruptcy trustee for large financial institution with a 401(k) plan liquidation involving proceeds from ERISA and securities class actions, a transfer of defined benefit plan assets to the PBGC as trustee, and top hat plans.
  • Represented multiemployer plan trustees in the mergers between four multiemployer defined benefit plans.
  • Represented a law firm in its IRS audit involving multiple 401(k) plans.
  • Counseled a large medical practice on the strategic plan termination of its cash balance plan and the establishment of a new cash balance plan with a different design and a different interest crediting rate.
  • Advised the US subsidiary with an international parent company on various benefit matters including a 401(k) plan spin-off termination involving Puerto Rican participants.

  • Employee Benefits & ERISA


  • University of Georgia (J.D., magna cum Laude, 1992) Order of the Coif; Phi Kappa Phi
  • Davidson College (B.A., cum laude, 1983) Phi Beta Kappa

  • The Best Lawyers in America - Employee Benefits (ERISA) and Tax
  • Martindale-Hubbell and ALM - "Top Rated Lawyers" (Georgia)

  • State Bar of Georgia, Member
  • The Carter Center, Board of Councilors (2017-2019)

  • Georgia