Steven H. Sholk

Steven H. Sholk

Counsel, Corporate

This attorney has been selected for the recognitions mentioned herein, which have been conferred by the corresponding publications and/or organizations noted. An overview of the award selection methodologies for these recognitions can be found at Links to certain specific methodologies are embedded in individual entries. Results may vary depending on your particular facts and legal circumstances. No aspect of this advertisement has been approved by the Supreme Court of New Jersey.

Mr. Sholk concentrates in the areas of employee benefits, executive compensation, employment and severance agreements, campaign finance, and tax-exempt organizations. He regularly counsels corporations on the formation and operation of political action committees and compliance with federal and state pay-to-play laws. He is actively involved in negotiating and drafting employment and severance agreements for executives and structuring nonqualified deferred compensation arrangements and equity compensation plans.

Areas of Focus

Executive Compensation & Employee Benefits

Mr. Sholk regularly counsels corporations and their executives on the employee benefit issues in mergers and acquisitions, such as tax issues, incentive plans, and the negotiation and drafting of the employee benefit provisions of merger and acquisition agreements. He also addresses whether the transaction triggers the golden parachute provisions of Sections 280G and 4999 of the Internal Revenue Code and withdrawal liability under the Multiemployer Pension Plan Amendments Act. In addition, Mr. Sholk drafts and negotiates executive employment agreements, focusing on the issues of restrictive covenants, severance benefits, change-in-control provisions, and compliance with Section 409A of the Internal Revenue Code. He addresses the treatment of golden parachutes through full or partial gross-ups, valleys, and safe-harbor cutbacks. Finally, he drafts and counsels on equity compensation plans.

In the qualified plan area, Mr. Sholk conducts compliance audits and represents plan sponsors in EPCRS submissions and negotiations with the IRS. Furthermore, he regularly counsels fiduciaries of qualified plans on the investment of plan assets, especially with respect to prohibited transaction and unrelated business taxable income issues. He also drafts and negotiates recordkeeping agreements, directed trustee agreements, and investment management agreements.

Campaign Finance

Mr. Sholk regularly counsels clients on compliance with New Jersey state, county, and municipal pay-to-play rules, as well as the pay-to-play rules of the Securities and Exchange Commission, FINRA, and Municipal Securities Rulemaking Board. He advises corporations and their executives on the permissible activities in campaigns for public office and issue advocacy. He counsels corporations on making independent expenditures without coordination with candidates and political parties, as well as the disclosure obligations with respect to independent expenditures.

Mr. Sholk also represents political action committees and advocacy organizations with respect to compliance with the Federal Election Campaign Act, the Internal Revenue Code, and state election and lobbying laws.

Professional Association Activity

Mr. Sholk has been active with the Employee Benefits Committee of the Section of Taxation of the American Bar Association and has participated in the comment letters on golden parachutes, Section 409A, split dollar life insurance arrangements, incentive stock options, the prohibited transaction exemption for investment advice, and the Worker Economic Opportunity Act.



New York University School of Law (LL.M.)

University of North Carolina School of Law (J.D., with honors)

  • Research Editor, North Carolina Journal of International Law and Commercial Regulation, 1980-1981

Rutgers University (B.A., with highest honors)

  • Phi Beta Kappa

Professional Admissions

State of New Jersey

United States Court of Appeals for the Third Circuit

United States Tax Court

United States Claims Court

Professional Activities

American Bar Association
Section of Taxation
Employee Benefits Committee
Executive Compensation Subcommittee
Exempt Organizations Committee
Religious Organizations Subcommittee
Political and Lobbying Activities and Organizations Subcommittee

American Bar Foundation

National Association of Bond Lawyers

Scribes: The American Society of Writers on Legal Subjects

Judicial Clerkship(s)

Law clerk to the Honorable John W. Fritz, Presiding Judge, Appellate Division, Superior Court of New Jersey, 1981-1982

Civic/Charitable Activities

Union of Orthodox Jewish Congregations of America
Board of Directors, 2008-2014

Republican Jewish Coalition