1. DAVID McFARLANE
310-694-6361
dmcfarlane888@hotmail.com
ATTORNEY - OVERVIEW
Pensions, employee benefits, employment and executive compensation law specialist in the U.S.
and Canada. Admitted to Bars of California and Ontario, Canada. Over twenty years of legal
experience in these areas at prominent international law firms. Past clients include Hostess
Brands, Dunn-Edwards Paints, Citigroup Inc., Activision, Air France, Bank of America, Goldman
Sachs, Laidlaw Inc., McKesson Corporation, Morgan Stanley, News Corp, Yahoo! Inc., MGM,
Wynn Resorts, Occidental Petroleum (Oxy), Oakley, Inc. and US Airways.
President - Canadian American Bar Association
Board of Directors - Barlow Respiratory Hospital
President Elect - Employee Benefits Association of Los Angeles
Chairman, Board of Directors – ASC (Pasadena)
Board of Governors - Lesbian and Gay Lawyers Association of Los Angeles (LGLA)
Advisory Committee – Mayor Antonio Villaraigosa
LEGAL EXPERIENCE
Epstein, Becker & Green, P.C. (Los Angeles) Partner – ERISA, Executive Compensation,
Employee Benefits Attorney 2011- 2012; Snell & Wilmer LLP, (Los Angeles) Counsel - ERISA,
Executive Compensation, Employee Benefits Attorney2010 – 201; Skadden, Arps, Slate,
Meagher & Flom LLP, (Los Angeles) Attorney - Employee Benefits and Executive
Compensation, 1998 - 2010
Employee Benefits in Corporate Transactions – Structure, negotiate and provide advice
regarding employee benefits, human resources and executive compensation in national and
international public and private transactions including mergers, spin offs, IPOs and other
extraordinary corporate events.
Employment and Benefit Arrangements – Draft and negotiate a wide variety of complex
employee benefits plans, policies, agreements and arrangements including national and
international employment, severance, non-competition, non-disclosure, change in control,
consulting and related documents for officers, directors, employees and consultants.
Plan Administration Matters - Advise boards of directors, compensation committees and human
resources departments on matters relating to leave plans, sickness plans, vacation and related
policies and other health, welfare and pension benefit plans and policies as well as employee
issues; advise administrators, boards of trustees and investment managers for pension and
employee benefits funds concerning plan administration issues, fiduciary responsibilities,
conflicts of interest and other statutory duties.
Tax Matters – Advise clients concerning COBRA, IRC 162(m), 280G, 409A and state and
federal benefits laws including international rules, regulations and laws relating to
compensation and benefit plans.

2. Litigation/Negotiation – Provide analysis and advice relating to ERISA litigation, negotiations
with the PBGC, IRS and DOL. Negotiate employee benefits and collective bargaining
agreements and multiemployer plans issues.
Bankruptcy Issues – Advise clients regarding employee benefits and executive compensation
issues relating to Chapter 7 and 11 liquidations and reorganization transactions including stock
and asset sales, pension plan terminations, negotiation and settlement with the PBGC, pension
plan contribution and funding matters, multiemployer plan and union issues, addressing
employee benefit and executive compensation matters including COBRA, retiree medical and
pension benefits, KERPS, and employee relations matters. Past clients include Delphi, US
Airways, Singer Sewing Machines, Bethlehem Steel, International Bakeries Corporation (IBC),
IndyMac Bank, Royal Sun Alliance, National Steel, and Eagle Food.
Securities Laws (Executive Compensation) – Provide advice regarding securities law matters
such as proxy and 10-K executive and director compensation disclosure.
Osler, Hoskin & Harcourt (Toronto, Canada)
Partner - Pension and Benefits Department
1990 - 1998
Recognized as an expert in the Canadian pension field by the Canadian Directory of Legal
Experts. Author of two-volume Pension Law text (Ontario).
Employee Benefits in Corporate Transactions – Negotiated and documented domestic and
foreign transactions (Canadian, U.S., European and South American) including mergers, spin-
offs and asset sales.
Employment and Benefit Arrangements – Handled Canadian and international executive
compensation and employee benefits matters, including drafting and negotiating complex
executive employment agreements, severance plans and agreements, stock options and other
equity-based compensation plans.
Plan Administration Matters - Advised clients regarding administrative and fiduciary
obligations of trustees and other pension and benefit plan fiduciaries. Oversaw and negotiated
federal and provincial surplus asset withdrawals from defined benefit pension plans.
Plan Design – Drafted Registered Retirement Savings Plans, defined benefit pension and related
plans.
EDUCATION
University of Windsor Law School, Ontario, Canada. J.D., June 1986
McGill University, Montreal, Quebec, Canada. B.A. Political Science, June 1983
McMaster University, Hamilton, Ontario, Canada. Honors B.A. History, June 1981

3. ADMISSIONS
State Bar of California (1999)
Ontario (Canada) Bar (1988)
BOARDS POSITIONS AND OFFICES HELD
President - Canadian American Bar Association (CABA)
President-Elect – Employee Benefits Association of Los Angeles (EBA-LA)
Board of Directors – Barlow Respiratory Hospital (Los Angeles)
Chairman of Board of Directors – ASC (Pasadena)
Board of Governors - Lesbian and Gay Lawyers Association of Los Angeles (LGLA)
LGBT Advisory Committee – Mayor Antonio Villaraigosa
PUBLICATIONS
RECENT ARTICLES
“Pension Advisors and Prison Wardens – The Reality Show”, Daily Journal (April 2011)
“Justin Bieber and Hair Denial”, Daily Journal (March 2011)
“True Grit – The New Wild West of Employee Benefits”, Daily Journal (February 2011)
“Making Your 2011 Resolution List? Start the New Year Right by Considering the Changes to
Your Pension and ERISA Plans”, Daily Journal (December 2010)
“Congress to Repeal Health Care Reform”, Los Angeles Daily Journal (November 17, 2010)
“Lady Gaga and Health Care Reform”, San Francisco Daily Journal (October 18, 2010); Los
Angeles Daily Journal (October 18, 2010)
BOOKS
Author of two-volume “Pension Benefits Law in Ontario” (1996, Carswell Publishing,
Scarborough Ontario, Canada, ISBN/ISSN: 0-459-55886-2).
Co-Author of “Annotated Unemployment Insurance Act” (1992, Carswell Publishing,
Scarborough Ontario, Canada, ISBN: 0459557327).