Michael H. Woolever



Michael H. Woolever is a partner and tax lawyer with Foley & Lardner LLP, where his practice focuses on executive compensation, ERISA Title I issues, ERISA class action litigation and other employee benefit and federal income tax matters. Michael regularly represents both employers and senior executives in all forms of executive compensation and executive employment matters involving employment agreements, equity compensation plans and various other forms of compensation arrangements. He has written and spoken extensively on Code Section 409A and its impact on various forms of compensation arrangements.

Employee Benefits Experience

Michael regularly represents both ERISA plans and sponsors of various forms of alternative investments in connection with the fiduciary and other rules governing investments by ERISA Plans. His practice also focuses on advising clients in other types of matters involving the fiduciary rules under Title I of ERISA and in representing clients before the Pension Benefit Guaranty Corporation, particularly in bankruptcy matters. Michael also works on a regular basis with firm litigators in connection with the defense of novel ERISA class action claims and other ERISA related litigation.

Federal Income Tax

In his more than 30 years of practice, Michael has developed broad policy-based federal income tax skills and has extensive experience in representing clients nationwide in connection with Internal Revenue Service audits, before the Appeals Division of the Internal Revenue Service, and in court. He also regularly provides general federal income tax advice and counsel to the attorneys in the firm who work on bankruptcy and business reorganizations matters.

Legislative and Regulatory Health Insurance Matters

Michael also has been deeply involved in the health insurance industry related legislative and regulatory matters, including solvency issues, reinsurance arrangements, third party administration arrangements, regulatory filings, sales of blocks of business, and ERISA preemption and related issues relevant to the health insurance industry, as well as the proposed Department of Labor service provider disclosure regulations.


Michael has been Peer Review Rated as AV Preeminent®, the highest performance rating in Martindale-Hubbell® Peer Review Ratings and was selected for inclusion in the 2007 - 2013 Illinois Super Lawyers® list. He has also been selected by his peers for inclusion in The Best Lawyers in America® in the field of Employee Benefits (ERISA) Law since 2013.*

Community Engagement

His community commitments include serving as director and officer of the Chicago Chamber Musicians and as a governing member of the Chicago Symphony Orchestra.


A graduate of the University of Michigan Law School (J.D., magna cum laude, 1976), Michael received his bachelor’s degree from Kalamazoo College (B.A., 1971). He is admitted to practice in Illinois and before the U.S. Court of Appeals for the Seventh Circuit and the U.S. Tax Court.

Admissions and Professional Memberships

Michael is admitted to practice in Illinois and before the U.S. Court of Appeals for the Seventh Circuit and the U.S. Tax Court. He is a member of the Taxation Section of the American Bar Association (Employee Benefit Committee).

*The Illinois Supreme Court does not recognize certifications of specialties in the practice of law and no award or recognition is a requirement to practice law in Illinois.