Michael Woolever headshot.

Michael H. Woolever


Michael H. Woolever


Michael H. Woolever focuses his practice on executive compensation, ERISA Title I issues, ERISA class action litigation, and other employee benefit and federal income tax matters. He is a partner in the firm’s Employee Benefits & Executive Compensation and Taxation Practices.

Michael regularly represents both employers and senior executives in all forms of executive compensation for both corporations and partnerships 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, including ERISA preemption of state laws.

Federal Income Tax

In his more than 45 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 both acquisitions and 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.

Awards and Recognition

  • Peer Review Rated as AV Preeminent®, the highest performance rating in Martindale-Hubbell® Peer Review Ratings
  • Selected for inclusion in the 2007 — 2013 Illinois Super Lawyers® list
  • Selected by his peers for inclusion in The Best Lawyers in America® in the field of Employee Benefits (ERISA) Law since 2013*


  • Member of the Taxation Section of the American Bar Association (Employee Benefit Committee)

Community Involvement

Michael’s community commitments include working regularly on various pro bono matters and serving as a governing member of the Chicago Symphony Orchestra.

20 September 2023 Article

Action Steps Health Plans Should Take Now In Response To New DOL Guidance on Mental Health Parity

The Consolidated Appropriations Act, 2021 (CAA) added a requirement for health plans to document their compliance with nonquantitative treatment limitations (NQTLs) under the Mental Health Parity and Addiction Equity Act (MHPAEA).
17 August 2023 Honors and Awards

Foley Attorneys Recognized in 2024 Best Lawyers in America

Foley & Lardner LLP proudly announced today that 236 of the firm’s attorneys across 20 U.S. offices have received recognition in the 2024 edition of The Best Lawyers in America©.
15 August 2023 Newsletters

Does the Supreme Court’s Analysis in Thole v U.S., Bank, N.A. Apply to Welfare Benefit Plans?

In Thole v. U.S. Bank, N.A., 140 S Ct. 1615 (2020), the Supreme Court, in a five to four decision authored by Justice Kavanaugh, held that participants in an ERISA defined benefit pension plan did not have standing under Article III of the U.S. Constitution to bring breach of fiduciary duty claims against defined benefit plans fiduciaries based on past investment losses.
06 April 2023 Deals and Wins

Foley Serves as Legal Adviser to HeartPlace in Recapitalization by US Heart and Vascular

Foley & Lardner LLP served as legal adviser to HeartPlace, the largest physician-owned cardiology group in Texas, in the successful closing of its recapitalization by US Heart and Vascular
18 August 2022 Press Releases

Foley Attorneys Recognized in 2023 Best Lawyers in America

Foley & Lardner LLP proudly announced that 250 of our attorneys across 20 offices have received recognition in the 2023 edition of The Best Lawyers in America.
17 August 2022 Newsletters

Two Recent Health and Welfare Cases Provide Important ERISA Reminders

Some ERISA court decisions simply serve as important reminders to help us avoid problems in the future. In this article, we discuss two such recent cases.