Jeffrey M. Bauer

Jeff has extensive experience assisting employers with all aspects of employee benefits, including tax qualified and nonqualified deferred compensation arrangements, equity and synthetic equity programs, and performance-based compensation. Jeff has a nuanced understanding of the federal laws governing traditional and hybrid defined benefit pension plans and defined contribution plans, and has successfully represented employers, plan administrators, and other fiduciaries before the IRS, Department of Labor, and Pension Benefit Guaranty Corporation, on a wide variety of matters for both ongoing and terminated plans.

A substantial portion of Jeff’s practice is devoted to advising investment fiduciaries regarding the management of plan assets covered by ERISA. Jeff helps navigate the complex regulatory and litigious environment in which such parties operate, across the full spectrum of fiduciary matters ranging from core fiduciary duties, governance, and prohibited transactions, to traditional and alternative investment vehicles.

In addition, Jeff’s ESOP practice draws on his complementary backgrounds as an ERISA lawyer and a certified public accountant (FL). Jeff regularly represents employers, shareholders, lenders and trustees in negotiating the purchase and sale of employer securities, as well as addressing the unique issues faced by both new and mature ESOP companies alike.

Jeff also frequently advises on benefits and compensation issues in mergers and acquisitions, supporting buyers, sellers, and lenders, and has represented several underwriters in connection with representations and warranties insurance.

Jeff has given and moderated numerous presentations to national and regional audiences with the American Bar Association (ABA), the IRS Advisory Council, and the National Center for Employee Ownership (NCEO), among others.

Jeff currently serves as National Chair of the IRS Joint Council advisory board for tax exempt and government entities and is a member of the Minneapolis Rotary Club.


  • Best Lawyers in America, Employee Benefits (ERISA) Law (2018-2024)
  • Select Publications

  • “Another Swing in DOL Investment Position,” December 2021 (co-authored)
  • “Advantages of S Corporation ESOPs,” ABA Section of Taxation NewsQuarterly (Summer 2014)
  • “CCH Business Succession Planning Book,” Contributing Author— Chapter on ESOPs, Management Buyouts, and Equity Compensation
  • Presentations

  • “DOL Update" with the Assistant Secretary, Employee Benefit Security Administration, Moderator, IRS Joint Council - Tax Exempt and Government Entities advisory board meeting, Washington, DC, February 2024
  • “ESOP Update,” Moderator, National Conference of IRS Advisory Council – Tax Exempt and Government Entities, Washington, DC (February 2023)
  • “PBGC Update,” Moderator, National Conference of IRS Advisory Council - Tax Exempt and Government Entities, Washington, DC (February 2021)
  • “ESG Investing and Proxy Voting,” Advanced Employee Benefits Workshop, Minneapolis, MN (February 2021)
  • “ESOP Distribution and Diversification,” National Center for Employee Ownership Fall Forum, Salt Lake City, UT (November 2019)
  • “Best Practices for Finding the Right People and Building Strong Relationships,” Moderator, Capital Roundtable PE Operating Partner and Portfolio Company Conference, New York City (June 2015)
  • “What’s Next After Dudenhoeffer?” Minnesota State Bar Association – Advanced Employee Benefits Workshop (February 2015)
  • “IRS and DOL Hot Button Issues,” Minnesota Society of CPAs (May 2014)
  • "Executive Compensation," National Center for Employee Ownership Annual Conference (April 2014)
  • “ERISA Fiduciary Best Practices,” Minneapolis Pension Council (March 2014)
  • “Controlled Group Rules—an In-Depth Analysis,” Minnesota State Bar Association – Advanced Employee Benefits Workshop (February 2014)
  • "S Corporation ESOPs," American Bar Association Section of Taxation, Phoenix, AZ (January 2014)
  • "The Nuts and Bolts: Audits, Lawsuits, Board Structure, and Trustee Transitions," The National Center for Employee Ownership ESOP Symposium, Minneapolis, MN (October 2013)
  • "ERISA Fiduciary Aspects of Self-Directed Brokerage Accounts,” Midwest Pension Conference, Minneapolis, MN (September 2013)
  • “Section 409A Correction Programs,” Minnesota State Bar Association (February 2013)
  • “DOL Participant and Provider Disclosure Regulations,” Minneapolis Pension Council (February 2012)
  • Education

  • LLM, Georgetown University Law Center
  • JD, Stetson University
  • BS, Accounting, University of Central Florida
  • MS, Taxation, University of Central Florida
  • Admissions

  • District of Columbia
  • Illinois
  • Minnesota
  • Florida (inactive)
  • Contact

    30 South Ninth Street, Suite 700
    Minneapolis, MN 55402

    (T): 612.404.1009
    (M): 612.401.4910

    Jeffrey M. Bauer