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Employee Benefits, Health Care and Life Sciences Practices, Epstein Becker Green


MICHELLE CAPEZZA is a Member of Epstein Becker Green in the Employee Benefits and Health Care and Life Sciences practices, and co-leads the Technology, Media, and Telecommunications strategic industry group. She practices law in the areas of ERISA, employee benefits, and executive compensation. Ms. Capezza has almost 20 years of experience representing a range of clients in these types of matters, from Fortune 500 companies and multinational corporations to non-profit entities, medium-sized businesses, and individual executives. Ms. Capezza provides counsel on qualified retirement plans, ERISA fiduciary responsibilities, nonqualified deferred compensation arrangements, employee welfare benefit plans, equity/incentive programs, and benefits issues that arise in corporate transactions, across various industries including financial services, health care, technology, media, telecommunications, hospitality, and retail.

 Ms. Capezza was recommended for her work in employee benefits and executive compensation on a national level in The Legal 500 United States (2013, 2014). She was selected to the New York Metro Super Lawyers (2014, 2015) and Top Women lists (2014), the New York Rising Stars – Metro Editionlist (2011), and the New Jersey Rising Starslist (2009) in the area of Employee Benefits. Ms. Capezza received the 2012 Excellence in Achievement Award from the Peter W. Rodino, Jr. Society at Seton Hall University School of Law, for her commitment to excellence and compassionate service in the field of law. Ms. Capezza has also been recognized in Marquis Who's Who in America, American Law, and Emerging Leaders.

 Often partnering with clients' in-house attorneys, human resource professionals, and benefit plan service providers, Ms. Capezza counsels clients with respect to all aspects of employee benefits law, including:

  • Design, administration, compliance, and termination of: qualified plans (such as 401(k), profit-sharing, and pension plans), nonqualified deferred compensation arrangements (including top hat plans and SERPs), employee welfare benefit plans (including group health plans, cafeteria plans, wellness programs, and COBRA requirements), equity/incentive compensation programs (such as stock option, restricted stock, phantom stock, and executive bonus programs), severance plans, and other benefits
  • Employee benefits issues that arise in connection with merger and acquisition and joint venture transactions (including review of transaction documents, treatment of equity awards, change-in-control and golden parachute issues, plan terminations, severance, COBRA, multi-employer plan withdrawal liability, and PBGC issues)
  • Review and negotiation of employment, severance, and release agreements
  • Review and negotiation of various types of vendor, trust, and service provider agreements
  • Design and review of plan participant communications
  • Fiduciary responsibility issues under ERISA (including providing advice on governance, fiduciary training, and development of best practices to plan sponsors, trustees, and Investment and Administrative Committees)
  • Compliance with ERISA, the Affordable Care Act, the Internal Revenue Code (including Sections 409A, 280G, and 162(m)), and other laws affecting employee benefit plans
  • Representation of clients before the Department of Labor, Internal Revenue Service, and other government agencies (including with regard to the DOL Voluntary Fiduciary Correction Program and the IRS Employee Plans Compliance Resolution System)

 As a co-leader of the firm’s Technology, Media, and Telecommunications (TMT) strategic industry group, Ms. Capezza, along with a multidisciplinary team, counsels TMT companies regarding workforce and workplace management, employee benefits, and immigration matters. By combining their individual areas of experience and understanding their clients' businesses, the members of the TMT strategic industry group tailor their legal services to the particular needs of their clients, in a cost-efficient manner. Ms. Capezza also contributes to and manages the Technology Employment Law blog, which provides insight and commentary on legal issues facing today's technology companies. She is a member of the New Jersey Technology Council and an NJTC Technology Ambassador.

 Prior to joining the firm, Ms. Capezza practiced employee benefits law in both New York and New Jersey with prominent law firms ranked in The Am Law 100 and 200. She also served as corporate in-house counsel to financial institutions with businesses in the retirement plan and equity award plan recordkeeping industry. Earlier in her career, Ms. Capezza served as a judicial law clerk in the Superior Court of New Jersey (Civil Part) and worked on Wall Street in the brokerage industry in the area of corporate services and retirement product development. Her combination of law firm, corporate in-house legal, and business experience allows her to provide clients with understandable, practical advice with regard to technical issues, in order to attain their business goals.

 In addition to her work at the firm, Ms. Capezza is an adjunct faculty member of the Seton Hall University School of Law, where she has taught a course in Corporate Transactional skills (a practical skills course designed to prepare law students for transactional practice following graduation). In addition, Ms. Capezza is Vice President of the Board of Trustees of The First American Inn of Transactional Counsel (American Inns of Court), an organization devoted to promoting professionalism, civility, ethics, and excellent legal skills at the American bench and bar. She is also a frequent national speaker on a variety of employee benefits and executive compensation topics including health reform, financial regulatory reform, fiduciary issues under ERISA, and overall trends in these and other areas, and she has been a featured faculty speaker for continuing education programs through Strafford, Lawline, Clear Law Institute, and The Knowledge Congress. She has published numerous articles in various publications such as The Employee Benefit Plan Review, The BNA Health Insurance Report, The BNA Pension & Benefits Reporter, The BNA Health Law Reporter,The Metropolitan Corporate Counsel, and TechNews.

 Ms. Capezza's personal interests are vast and varied in the areas of music, the arts, and travel. She is also an honorary crew member of her husband's modular-powered Mustang drag racing team.


  • Seton Hall University School of Law (J.D., 1996)
    • Member and Assistant Notes and Comments Editor, Seton Hall Law Review, and Jessup International Moot Court Team
  • Rutgers University (B.A., 1993)
    • with High Honors & Phi Beta Kappa

Court Admissions

  • Supreme Court of the United States
  • U.S. District Court, District of New Jersey

Bar Admissions

  • New Jersey
  • New York