Shannon Goff Kukulka advises employers on the complex legal, tax, and regulatory issues that shape employee benefits and executive compensation programs. Serving industries from health care, financial services, and insurance brokerage to automotive, retail, and hospitality, she navigates clients through both day to day operational hurdles and high stakes corporate transactions.
Her practice spans the design, implementation, and administration of retirement plans and health and welfare arrangements, including pension, 401(k), profit sharing, nonqualified, and equity-based plans. She is a seasoned advisor on Section 409A compliance, Affordable Care Act mandates, and “golden parachute” issues.
In the M&A space, Shannon leads benefits related diligence and integration planning for mergers and acquisitions, divestitures, financings, and restructurings, including Section 280G analyses and benefits matters under securities laws. Her deep expertise further includes collectively bargained plans, international benefits issues, ERISA litigation strategy, and government audits involving the IRS, U.S. Department of Labor, and Pension Benefit Guaranty Corporation.
Drawing on her tenure as in house counsel for a Fortune Global 500 company, her background in human resources, and her international M.B.A., Shannon delivers a practical, business first perspective, helping clients navigate operational and compliance challenges, enforcement actions, and litigation.
Representative Experience
- Represented a leading insurance brokerage firm in connection with the $9.8bn acquisition and post-closing integration of a top 10 privately held insurance U.S. brokerage.*
- Negotiated benefits-related terms in the $3.1bn sale of publicly held behavioral healthcare company.*
- Represented a leading global provider of worldwide manufacturing services and solutions in benefits issues related to its acquisition of a leading provider of procurement, advisory, and management services, and digital, staffing, and recruiting solutions.*
- Represented a leading behavioral health services provider in its acquisition of a multi-specialty mental health system, managing benefits-related diligence, regulatory matters, and purchase agreement negotiations through post-closing integration.*
- Advised provider of technology and investment solutions for the financial services industry in benefits integration matters related to its acquisition of a tax-smart technology provider.*
- Represented multiple buy-side and sell-side parties in benefits and equity matters across various growth equity transactions.*
- Conducted a comprehensive compliance review of health and welfare arrangements for a multi-state hospital group, ensuring alignment with ACA, COBRA, and ERISA reporting requirements.*
- Designed and implemented a custom equity-based compensation program for a high-growth technology company, focusing on tax optimization under Section 409A and alignment with long-term retention goals.*
- Advised multiple firms’ retirement and investment committees on fiduciary governance, including the selection and monitoring of investment options and the negotiation of service provider agreements to mitigate risk.*
- Advised multiple multinational companies on the alignment and consolidation of employee benefits across various international jurisdictions, as well as the legal and tax complexities of equity-based incentives, ensuring compliance with local securities laws and tax withholding requirements.*
*Matters handled prior to joining Foley.
Awards and Recognition
- The Best Lawyers in America®
- Corporate Governance Law (2023-2026)
- Employee Benefits (ERISA) Law (2013-2026)
- Employment Law – Management (2023-2026)
- Lawyer of the Year: Employee Benefits (ERISA) Law (2023, 2025)
Presentations and Publications
- Author, “Healthcare Reform, E-strategies, and Wellness Programs,” Workspan Magazine
- Author, “What Happens to Benefit Programs in the ‘New Industrial Revolution?’” Employee Benefit News
- Co-author, “Executive Order Calls for More Access to Retirement Plan Alternative Asset Investment Options,” Client Alert
- Speaker, “What You Need to Know Now about the CAA,” Healthcare on the Rocks: Employee Benefits with a Twist, Podcast
Affiliations
- American Bar Association
- Tennessee Bar Association
- Middle Tennessee Employee Benefits Council
- Society for Human Resource Management (SHRM)
- National Asian Pacific American Bar Association
- Lawyers’ Association for Women
- TBA Leadership Law
- TBA Glass Ceiling Initiative
Pro Bono
- Nashville Adult Literacy Council
- Habitat for Humanity
- Hands On Nashville
- United Way
- Book’em
- The Children’s House of Nashville
- First Steps