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Texas Super Lawyers Features 91 Haynes and Boone Lawyers

Ninety-one Haynes and Boone, LLP lawyers have been recognized in the Texas Super Lawyer 2013 award listing. >>

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The Demise of DOMA’s Core: Employer Response Avenues in the Wake of Windsor

On June 26, 2013, in a 5-4 decision, the United States Supreme Court issued a much anticipated ruling in United States v. Windsor, holding that Section 3 of the federal Defense of Marriage Act (“DOMA”) is unconstitutional on federalism and equal protection grounds. >>

Marilyn C. Doolittle



1221 McKinney Street
Suite 2100
Houston, Texas 77010
T +1 713.547.2901
F +1 713.236.5467

Areas of Practice


  • J.D., South Texas College of Law, 1994
  • B.S., Business Administration, State University of New York at Buffalo, 1976
  • Certified Employee Benefits Specialist, (CEBS)
  • Certified Pension Consultant (CPC) Designation, American Society of Pension Professionals and Actuaries

Bar Admissions

  • Texas
Marilyn C. Doolittle

Marilyn Doolittle focuses her practice in the areas of employee benefits, ERISA, and executive compensation.  She has significant experience in designing, implementing, administering, and reviewing compliance of 401(k) plans, defined benefit plans, 403(b) programs, ESOPs and other retirement arrangements, for both public and private sector employers.  Marilyn’s experience also includes work with executive compensation programs including statutory and nonqualified stock options, nonqualified deferred compensation plans for both taxable and tax exempt entities, and other incentive compensation arrangements.  She has provided technical support and guidance to employers in connection with Internal Revenue Service (IRS) and Department of Labor (DOL) audits of employee retirement and executive compensation programs.  Marilyn also has experience assisting employers with their health and other employee welfare benefit plans, including the establishment and ongoing tax compliance of VEBAs.

Marilyn is a contributor to Haynes and Boone's Practical Benefits Lawyer blog, which discusses issues and developments in the areas of employee benefits and executive compensation.  She was recognized as a Texas Super Lawyer in Employee Benefits/ERISA in 2013.

Marilyn has represented clients in the following:

  • Assisting numerous companies in reviewing and modifying nonqualified deferred compensation plans and other compensation arrangements to comply with Internal Revenue Code §409A.
  • Negotiating with Internal Revenue Service in connection with executive compensation audit for a major publicly-traded corporation, allowing the company to deduct compensation in excess of Code §162(m) limitation.
  • Assisting a large medical joint venture purchasing a medical clinic in reviewing the clinic’s 401(k) plan for compliance with statutory requirements; developed cost-effective EPCRS correction methodology and obtained compliance statement from IRS.
  • Providing technical support to two large public university systems undergoing IRS audits of their §403(b) plans.


  • Texas Bar Association
  • Houston Bar Association
  • American Society of Pension Professionals and Actuaries (ASPPA), founding member of ASPPA Benefits Council of the Texas Gulf Coast
  • International Society of Certified Employee Benefit Specialists
  • National Association of Stock Plan Professionals

Online Publications

09/03/2013 - The Demise of DOMA’s Core: Employer Response Avenues in the Wake of Windsor
On June 26, 2013, in a 5-4 decision, the United States Supreme Court issued a much anticipated ruling in United States v. Windsor, holding that Section 3 of the federal Defense of Marriage Act (“DOMA”) is unconstitutional on federalism and equal protection grounds.

05/24/2010 - Health Reform: 2011 Design Considerations
Many employers are already planning revisions to their medical plans for 2011. However, under health reform, if “grandfathered plans” (generally plans with at least one participant on March 23, 2010) make changes in their benefit structure, they may lose “grandfathered” status. This article answers some of employers' most pressing questions.

05/06/2010 - Employers May Offer Coverage of Children up to Age 26 Now
Although healthcare reform does not require group health plans to provide coverage for children up to age 26, without regard to marital or student status, until the first plan year beginning on or after September 23, 2010, many insurers are now offering employers with fully insured plans the opportunity to continue the health coverage of children who would otherwise lose coverage this year. This alert describes how employers with self-insured plans also may provide such coverage to children up to age 26 before it is otherwise legally required.

04/08/2010 - Healthcare Reform: What You Need to Do Now and in the Future
This alert summarizes the major provisions of the Patient Protection and Affordable Care Act (“PPACA”) and the Health Care and Education Reconciliation Act of 2010 (together with the PPACA, the “Act”) that will impact employers and their group health plans (“GHPs”).

03/19/2010 - New Model Notices Reflect Latest Extension of COBRA Subsidy
The Department of Labor issued new model notices that reflect the most recent extension of the COBRA subsidy, which covers involuntary terminations that occur through March 31, 2010. The updated model notices are summarized in this alert.

03/12/2010 - COBRA Subsidy Extension - Déjà vu, but much more…
Once again, Congress has extended the period during which an individual must be involuntarily terminated (as defined for purposes of the COBRA subsidy, an “Invol Term”) to be eligible for the COBRA subsidy. Invol Terms occurring through March 31, 2010 will be eligible for the COBRA subsidy. This change is effective retroactively, so that those persons with an Invol Term on March 1, 2010 are still eligible for the COBRA Subsidy.

02/04/2010 - Deadline for Compliance with the HITECH Act Approaching
The Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”) makes significant changes to the privacy and security requirements of the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”). Group health plans and other covered entities must comply with the HITECH Act by February 17, 2010.

01/29/2010 - DOL Issues Final Safe Harbor Rules for Timely Deposits of Participant Contributions and Loan Repayments
The U.S. Department of Labor (“DOL”) issued final regulations, effective January 14, 2010, that (1) clarify that the contribution timing rules apply to plan loan repayments, and (2) provide a safe harbor for depositing participant contributions (including loan repayments) to employee benefit plans with fewer than 100 participants on the first day of the plan year.

01/28/2010 - IRS Issues 409A Document Correction Program: The Six Month Payment Delay for Key Employees (second in a series)
As described in an earlier alert, the IRS has announced a document correction program covering certain failures to comply with Section 409A of the Internal Revenue Code (“Section 409A”), which contains tax rules for nonqualified deferred compensation arrangements.

01/19/2010 - Model Notices and Additional Guidance Issued on COBRA Subsidy Extension
The Department of Labor recently issued model notices for employers to use under the COBRA subsidy extension, and the Internal Revenue Service issued additional guidance for an employer claiming on its federal employment tax return (Form 941) the credit for 2009 retroactive coverage arising from the subsidy extension for those individuals who had otherwise exhausted the subsidy period.

01/13/2010 - IRS Issues 409A Document Correction Program: Immediate Action May Be Needed
The IRS has issued a Notice that describes a document correction program covering certain failures to comply with Section 409A of the Internal Revenue Code (“409A”). 409A contains tax rules for nonqualified deferred compensation arrangements. While this IRS program offers employers welcome relief from inadvertent drafting mistakes and other failures to conform applicable documents to the requirements of 409A, it also raises some additional concerns.

12/29/2009 - COBRA Subsidy Extended - Prompt Action Required (Updated)
On December 19, 2009, the Department of Defense Appropriations Act of 2010 (the “Act”) extended the COBRA continuation coverage subsidy, which originally was due to expire at the end of 2009. While the mechanics of the COBRA subsidy generally remain unchanged, the Act expands the coverage previously provided under the COBRA subsidy.

12/08/2009 - Year-End Changes Needed for Some 162(m) Performance-Based Compensation Plans
Publicly held corporations may need to adopt an amendment by December 31, 2009 for certain performance-based compensation plans and agreements, including incentive compensation and equity plans and executive employment agreements.

12/07/2009 - There's Still Time! Correct Code Section 409A Violations By December 31, 2009
Employers have until December 31, 2009 to take advantage of opportunities to avoid the 20% and other penalty taxes that otherwise would be imposed by Section 409A of the Internal Revenue Code. We recommend employers review all their plans and agreements that are subject to Section 409A, including nonqualified deferred compensation, severance, change of control plans and agreements, and employment agreements.

10/28/2009 - IRS Provides Guidance on Waiving 2009 Required Minimum Distributions
In Notice 2009-82, the IRS announced that plan sponsors must make decisions relating to the waiver of 2009 required minimum distributions (“RMDs”) for defined contribution plans, such as 401(k) plans, by November 30, 2009.

10/13/2009 - IRS Issues Final Regulations on Defined Benefit Plan Funding Requirements and Benefit Restrictions
Last week the IRS released final regulations covering most aspects of the minimum funding requirements and funding-based benefit restrictions imposed on single-employer defined benefit plans by the Pension Protection Act of 2006. These regulations generally apply for plan years beginning on or after January 1, 2010, but can be relied upon before that date. Some plan sponsors may need to take immediate action in light of the regulations.

09/18/2009 - New Health Plan Privacy Notice Requirements Under HITECH Act
The Department of Health and Human Services (“HHS”) recently issued an interim final rule (the “Rule”) under the Health Information Technology for Economic and Clinical Health (“HITECH”) Act explaining the notification requirements for breaches of protected health information that has not been encrypted or destroyed (“Unsecured PHI”). Employer-sponsored health plans should immediately review and revise their HIPAA privacy policies and procedures to ensure that they adequately address the Rule’s requirements for investigating and reporting breaches of Unsecured PHI. The new requirements are effective for breaches occurring on or after September 23, 2009.

08/14/2009 - Employers Should Be on the Lookout for Common Retirement Plan Errors
The Internal Revenue Service recently published a list of common recurring mistakes it sees in large case audits of qualified retirement plans and in submissions under its Voluntary Correction Program. This list provides employers with a useful checklist for reviewing the operations of their qualified retirement plans.

05/20/2009 - Deadline for Complying with Medicare Secondary Payer Reporting Rules Approaching
This alert outlines new reporting requirements under the Medicare Secondary Payer rules that apply to all liability insurance plans (including self-insurance), no-fault insurance plans, and workers' compensation plans, including non-subscribers to the Texas Workers' Compensation Act beginning on July 1, 2009.

05/06/2009 - Restructuring Compensation During Economic Challenges
Employers are facing a number of economic and financial challenges. Some employers have considered restructuring their compensation arrangements with employees as an alternative to avoid a reduction in force or layoffs. Restructuring of compensation packages raises a number of issues. 

04/16/2009 - Proceed with Caution - New COBRA Subsidy Notices Pose Risks to Employers
Employers are working frantically to comply with the new COBRA subsidy requirements of the American Recovery and Reinvestment Act of 2009 (the “Act”). However, the rush to compliance poses significant dangers if employers rely on the guidance issued by the Internal Revenue Service and Department of Labor without careful review and use the Department of Labor sample notices without modification.

03/27/2009 - Significant Changes in the Health Data Privacy for Group Health Plans and their Business Associates
The American Recovery and Reinvestment Act of 2009 (the “Act”) broadens the HIPAA privacy and security protections that apply to protected health information (“PHI”) and imposes new requirements on group health plans and their business associates. Under the Act, certain HIPAA privacy and security requirements now directly apply to business associates as if they were covered entities.

02/27/2009 - Guidance and Relief for Deferred Compensation Arrangements of Certain Foreign Corporations and Partnerships
The Internal Revenue Service has issued interim guidance on deferred compensation paid to U.S. taxpayers by certain foreign corporations and partnerships considered to be “tax-indifferent entities.” To read more about Internal Revenue Code (“Code”) Section 457A click here.

02/19/2009 - Stimulus Bill Expands COBRA Benefits
The “Stimulus Bill,” signed Tuesday February 17, 2009, lowered the cost of COBRA continuation coverage for employees whose employment was or is involuntarily terminated on or after September 1, 2008 and before January 1, 2010, and their eligible dependents (together referred to as “Assistance Eligible Individuals”). In addition, those Assistance Eligible Individuals who did not timely elect COBRA are given another opportunity to elect that coverage, although their total period of COBRA coverage generally is not extended.

“Bailout Bill” Places Strict Limits on Executive Pay of Participating Financial Institutions
The Emergency Economic Stabilization Act of 2008 (the “Act”), which establishes the Troubled Assets Relief Program (“TARP”), imposes strict new limits on executive compensation, including limits on incentive and severance pay, on certain financial institutions that participate in TARP.

Massachusetts Revises Employer Fair Share Contribution Requirement

09/16/2008 - Significant Changes Imposed In Pension Plan Valuation of Alternative Investments

New Disclosure Requirements for Participant-Directed Individual Account Plans

Updated Medicare Part D Notices 2008

03/10/2008 - SEC's Notice and Access and ERISA 404(c)
ERISA 404(C) issues raised under SEC's"Notice and Access" proxy statement rules.


02/07/2008 - PLR Regarding Section 162(m)

10/23/2007 - IRS and Treasury Department Extend Section 409A Deadlines One More Year!

09/12/2007 - IRS Announces Limited Extension of Section 409A Compliance Deadline

04/11/2007 - 409A Final Regulations

12/22/2006 - Diversification Notice and Pension Benefit Statement Guidance

12/22/2006 - President Bush Signs Bill Permitting One Time Rollovers to Health Savings Accounts

12/22/2006 - IRS Issues Guidance on Reporting Section 409A Deferred Compensation

10/05/2006 - IRS and Treasury Department Extend Section 409A Deadlines One More Year!

09/25/2006 - Plan Fees and Expenses The Next Wave of Lawsuits Has Begun

07/20/2006 - New Guidance on Using Debit/Credit Cards with HRAs and FSAs

06/16/2006 - Stock Option Backdating--How Big Are The Problems And What Should You Do?
Recently, over 40 public companies have come under investigation by the SEC or the Justice Department for improperly backdating options, and it is likely that more public companies will come under investigation in the future. At issue is whether option grants to executives and others were backdated to coincide with dates when a company’s stock price was low, thereby increasing the potential profits realized by the holders of the options if and when exercised. Improper backdating may be intentional or a result of faulty corporate procedures. In either event, serious accounting, tax, and disclosure issues result.

06/14/2006 - Recent Health Plan Prescription Drug Developments

06/01/2006 - New Law Impacts 2006 Income Tax Liability of U.S. Citizens/Residents Working Abroad

05/19/2006 - Supreme Court Revisits Subrogation

01/23/2006 - SECTION 409A NEWS ALERT: Section 409A Stock Valuation Guidance For Privately-Held Companies

01/17/2006 - Health Plan Update

01/04/2006 - SECTION 409A NEWS: Stock Valuation Guidance and Section 409A Technical Corrections

12/15/2005 - IRS Surprises Employers by Suspending Reporting and Witholding Requirements Under Code Section 409A

11/04/2005 - SECTION 409A NEWS: Separation Pay Exclusions

10/21/2005 - SECTION 409A NEWS: 2005 Action Items

10/04/2005 - Nonqualified Deferred Compensation Guidance: IRS Proposed Regulations Provide Relief Until 2007

08/08/2005 - How Long Do Employees Have to Elect COBRA Coverage?

06/21/2005 - DOL and SEC Tell Pension Plan Fiduciaries to Assess Third Party Consultants

06/07/2005 - Hidden Effects of the Medicare Prescription Drug Improvement and Modernization Act's Regulations

06/01/2005 - New Grace Period Permitted for Cafeteria Plan Flexible Spending Accounts

03/10/2005 - New Notice of Rights Under the Uniformed Services Employment and Reemployment Rights Act of 1994

03/07/2005 - IRS Issues Executive Compensation Audit Guidelines: What Employers Need To Do Now

01/31/2005 - The Automatic Rollover Rules

01/14/2005 - Nonqualified Deferred Compensation Plan Guidance Under American Jobs Creation Act 04 and Notice 05-1

Understanding the Nonqualified Deferred Compensation Guidance

12/29/2004 - Nonqualified Deferred Compensation Guidance Brings Good News

12/28/2004 - USERRA Modifications

12/01/2004 - Deferred Compensation: Preparing for the Changes

09/07/2004 - Final Incentive Stock Option Regulations