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Professional background
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Brian L.Gaj

Senior Counsel
Cleveland

O 216.566.5931

Brian L.Gaj

Senior Counsel

Brian practices in the firm's Employee Benefits & Executive Compensation practice group where he brings his vast experience (over 30 years), depth and breadth of knowledge, and creativity to addressing pension and fiduciary issues under the Employee Retirement Income Security Act of 1974 (ERISA), including pension investment issues. He reviews the ERISA investment aspects of all types of pension plan investments, including private equity funds, collective investment trusts, and 401(k) annuity distribution products, as well as investment management agreements and outsourced chief investment officer (“OCIO”) arrangements. Brian’s experience includes participating on the team that obtained an opinion letter from the Department of Labor on permissible settlor actions. See his career highlight below for more information.

Following law school, Brian worked as a law clerk for the Honorable Albert J. Engel in the U.S. Court of Appeals for the Sixth Circuit.

Focus Areas

Career highlights include the following:

  • Participated on team that obtained Department of Labor opinion letter on permissible settlor actions
  • Provided ERISA support on update of a national bank’s collective investment trust
  • Negotiated with IRS National Office to obtain favorable IRS determination letter for cash balance plan without conceding on $60 million issue
  • Provided litigation support and analysis for lump sum defined benefit plan litigation, which litigator valued at $10 million
  • Reviewed and negotiated side letters for $100s of millions of private equity fund investments by ERISA pension plans, including comments that led to restructuring of funds to address ERISA concerns
  • Advised large financial institution on ERISA provisions of ISDA, foreign exchange, and forward transaction agreements
  • Assisted freight service company in “bet-the-company” representation of multiemployer withdrawal liability assessment, including filing appeal and arbitration and obtaining settlement that kept company in business
  • Extraordinary service and judgment for every day matters, including: (i) drafting pension and 401(k) plan documents, summary plan descriptions, participant communications and claim denials, (ii) preparing regulatory submissions including IRS determination letter filings, private letter ruling requests, and EPCRS submissions, (iii) counseling on pension and 401(k) plan corrections, (v) advising on fiduciary and prohibited transaction matters, and (iv) counseling clients on Internal Revenue Code and ERISA aspects of employer stock contributions to defined benefit plans, lump sum windows and de-risking pension investments.
  • Co-presenter, “Mastering QPAM Exemption Changes: Essential Insights for Investment Managers,” Thompson Hine Investment Management Coffee Chat Webinar Series, June 2024
  • Co-presenter, “DOL Greenlights Diverse Asset Manager Program for ERISA Plans,” Thompson Hine Webinar, October 2023
  • Presenter, “Pension Plans Need Love, Too!” Thompson Hine SECURE 2.0 Deep Dive Webinar, September 2023
  • Presenter, “ERISA Update for Investment Advisers and Fund Managers,” Thompson Hine Investment Management Coffee Chat Webinar Series, January 19, 2022

Professional Associations

  • American Bar Association

Education

  • Cornell University Law School, J.D., 1984,
    magna cum laude
    ,

    Order of the Coif

  • Case Western Reserve University, B.A., 1981,
    magna cum laude
    ,

    Phi Beta Kappa

Bar Admissions

  • Ohio
  • Michigan