Carrie Byrnes Photo

Carrie E. Byrnes



Carrie crafts practical solutions to complex problems without overlooking technical details –guiding employers through the development and implementation of talent, compensation, and benefits strategies designed to enhance top line growth while managing bottom line expenditures and compliance.

With her experience starting the ERISA practice in the Chicago office of an Am Law 100 law firm and spending time as both in-house counsel and a human resources leader, Carrie has been engaged in all aspects of human capital and talent management. These experiences provide Carrie a unique and holistic understanding of the demands of the modern workforce.


Her practice focuses on employee benefits and executive compensation law, representing primarily employers – large and small, public and private, for-profit and tax-exempt – in developing, maintaining, and sometimes terminating their benefits, compensation programs, and policies. In her practice, Carrie handles a wide variety of compensation and benefits matters, including:

  • Assisting clients with retirement plans (including 401(k) plans, 403(b) and 457 plans, pension plans and cash balance plans), IRAs, nonqualified retirement plans (including excess benefit SERPs and other "top hat" plans), incentive plans, deferred compensation plans, and equity and equity-based compensation arrangements.
  • Drafting and advising on compliance issues associated with consulting, employment, bonus, separation/severance and professional employer organization agreements.
  • Ensuring compliance with evolving health care reform laws and assisting clients with all other aspects of health and welfare plan compliance, including advising on privacy and security issues regulated under HIPAA, continuation coverage issues under COBRA, and wellness program compliance (including under HIPAA, the ACA, GINA, and the ADA).
  • Advising on compliance with ERISA and other laws governing the benefits terrain, helping clients avoid costly disputes and lawsuits that are all too common in the current legal landscape.
  • Performing fiduciary audits to proactively avoid missteps and ensure compliance with benefit plan documentation and operation on all fronts: retirement, health and welfare, and nonqualified.
  • Counseling clients on the investment of employee benefit plan assets, including the application of ERISA’s fiduciary and prohibited transaction provisions to such investments.

Over the years, Carrie has successfully represented clients facing government scrutiny and benefits-related lawsuits. More specifically, she has provided representation in connection with IRS, DOL, and PBGC audits of employee benefit plans, securing amnesty under a variety of compliance programs. She has also counseled clients in the defense of ERISA litigation matters dealing with claims for benefits, preemption, and breach of fiduciary duties.

In the M&A context, Carrie frequently leads teams conducting due diligence, assists in preparation of documentation with respect to, and helps design strategies for the successful integration of, employee benefit plans, while avoiding potential missteps under complicated tax laws, such as 280G and 162(m).

Carrie’s practice is aided by her time as the lead Chicago benefits partner in an Am Law 100 firm, her service as the first General Counsel at a venture capital firm and as a human resources executive. During law school, she worked for the U.S. Department of Labor Employee Benefits Security Administration, focusing on fiduciary correction matters. Carrie serves as an adjunct faculty member teaching employee benefits in a Masters of Laws program; she is also a frequent speaker on employee benefits matters and has published numerous articles in the field.


Implementing Compensation & Benefits Structures

As in-house counsel at a venture capital start-up headed up by a former Fortune 150 CEO that also served as an “accelerator” and consulting business, Carrie researched, framed, and implemented – following receipt of feedback from internal and external stakeholders – a compensation and benefits structure designed to incentivize the desired outcomes from a varied group of contributors in an emerging business.

Carrie translated her experience from advising clients on the design and rollout of benefits to do the same in her own organization. 

Coordinating Global Retention Bonus Rollout

Carrie has led teams of global counsel (in more than 20 countries) to institute global retention bonus programs. In this capacity, Carrie navigates applicable tax (including 409A), labor, and securities laws and advises clients on how to institute the advice of local counsel in a manner reflective of the overall corporate objective.

Protecting ESOP Fiduciaries

Following an acquisition, a privately held company was audited by the Department of Labor alleging federal law violations – including a failure of ESOP fiduciaries to appropriately invest in company stock. After two years of intense negotiations, Carrie secured a result that involved no further contribution or payment of penalties by the company or its fiduciaries. 

Advising on M&A Integration Strategies

Corporate transactions require special care and attention for not just the executives, but the rank-and-file employees and their benefits schemes. Throughout her years in practice, Carrie has regularly worked with employers on integration strategies that achieve both stability for impacted employees but also efficiencies and cost-saving for employers. In a recent series of three related business unit dispositions, Carrie advocated for seamless transition for the workforce, which required complex negotiations surrounding disability benefits and HIPAA issues.

Pension De-Risking Implementation

Carrie has assisted nearly a dozen employers in the implementation of pension de-risking strategies – including lump sum windows, pension risk transfers and plan terminations. These complex projects require adherence to a tight timeline and collaboration with plan actuaries, in-house counsel, and finance and human resources team members.

Defending 401(k) Fiduciaries from Excessive Fee Challenges

Carrie was a member of two trial teams defending employers and fiduciaries against ERISA class action alleging various breaches of fiduciary duties and prohibited transactions. Carrie’s work on this progeny of cases provides her with a thorough understanding of 401(k) best practices – ranging from record-keeper and other service provider selection and retention to investment fund selection, monitoring, and disclosures.

Honors & Recognitions

  • “Rising Stars," Illinois Super Lawyers, 2014-2020
  • Scott Solberg Pro Bono Award, 2010

Professional Activities

  • Director, Women’s Bar Foundation
  • Member, American Bar Association
  • Member, Chicago Bar Association
  • Member, Joint Committee on Employee Benefits, American Bar Association
  • Adjunct Faculty; Alumni Liaison, The John Marshall Law School Center for Tax Law & Employee Benefits
  • Member, Women in Pensions Network
  • Member, Women Investment Professionals
  • Member, Lesbian and Gay Bar Association of Chicago
  • Champion, Braven



Community Involvement

  • Member, Capital Strategies Women Forum
  • QDRO Review Panel, Metropolitan Family Services Legal Aid Society
  • Braven, Champion



Community Involvement

  • Member, Capital Strategies Women Forum
  • QDRO Review Panel, Metropolitan Family Services Legal Aid Society
  • Braven, Champion
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