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Professional background

BruceFranzese

Senior Counsel
New York

O 212.908.3909

BruceFranzese

Senior Counsel
New York

O 212.908.3909

Bruce is senior counsel in the firm’s Corporate Transactions & Securities practice. He concentrates on a broad range of investment management matters including counseling on compliance under federal laws including ERISA, the Investment Advisers Act and the Internal Revenue Code.

Prior to joining Thompson Hine, Bruce served for nearly 20 years as Vice President and General Counsel for Verizon Investment Management Corp. (VIMCO), a registered investment adviser subsidiary of Verizon Communications Inc. that manages the assets of the funded Verizon employee benefit trusts, including pension, savings and VEBA trusts, the Verizon Foundation and the Verizon captive insurance company. VIMCO has in excess of $40 billion under management.

Focus Areas

A sample of Bruce’s experience includes:

ERISA

  • Planning from a legal perspective and overseeing the implementation of the mergers of the NYNEX and Bell Atlantic master pension trusts in 1998 and the GTE and Bell Atlantic master trusts in 2001.
  • Merging the master savings trusts of NYNEX, Bell Atlantic and GTE Corporations.
    Planning and implementing the transfer of pension and savings plan assets to external trusts in connection with dispositions of Verizon business units.
  • Advising on the restructuring of pension and savings trust portfolios, including the 2007 introduction of target date funds, a private real estate fund and an absolute return strategy fund into the Verizon Savings Plans. Drafted disclosures to participants.
  • Creating two partnerships to enable the common investment of the assets of nine VEBA trusts; obtained Department of Labor Advisory Opinion to resolve a technical issue concerning the partnerships.
  • Obtaining private letter rulings and a closing agreement from the IRS to enable the payment of retiree health benefits from retiree life VEBA trust assets.
  • Leading the legal team that addressed issues arising from compensation paid to ERISA plans due to the Prudential, John Hancock and MetLife demutualizations.
    Conducting/overseeing fiduciary review of all investments.
  • Drafting and implementing INHAM Prohibited Transaction Exemption procedures.
  • Serving as primary contact for Department of Labor audits concerning ERISA investments.
  • Overseeing the reorganization/creation of the federal and state tax compliance program for over 16 Verizon employee benefit trusts, including federal and 30+ state tax returns, foreign investment information returns and FBAR reports.

Investments

  • Negotiating/overseeing private markets investments, including limited partnership agreements, direct investments and joint ventures for investments exceeding $15 billion in venture capital, buy-out and real estate private placements.
  • Reviewing agreements relating to IPOs/secondary stock offerings of portfolio operating companies.
  • Negotiating asset management agreements with external managers, ISDAs, brokerage and securities lending agreements.
  • Negotiating/drafting vendor agreements including trust, recordkeeping, check disbursement, software license and back office service agreements.
  • Recipient of three Excellence Awards from Verizon Communications Inc. and its predecessor companies recognizing his work on the mergers of pension and savings plan trusts following large corporate telecom mergers and on the integration of the employee benefit plans arising from those mergers

Education

  • Columbia University, J.D., 1972
  • University of Pennsylvania, B.A., 1969

Bar Admissions

  • New York