James Williams is an Employment & Benefits partner in Mayer Brown's Chicago office. Jim advises employers on all aspects of employee benefits and executive compensation matters. Clients he has represented include publicly held and private companies, universities and other schools, tax-exempt organizations, multi-employer plans and governmental entities, as well as companies and organizations that provide employee benefits services to employers such as financial institutions, plan administrators and consultants.

Jim regularly counsels clients with respect to the creation and operation of equity compensation arrangements, including stock options and restricted stock plans, phantom stock plans, SARs long-term performance plans, employment agreements and change-in-control agreements. He has assisted US multinational corporations with regard to global equity arrangements and provides advice to public multinational corporations based abroad on extending their parent company equity plans to executives of their US subsidiaries. Jim also advises clients on issues relating to the global workforce, including secondment agreements and other issues relating to international assignments. In the area of deferred compensation, Jim has provided advice and counsel to clients concerning nonqualified deferred compensation arrangements, discounted stock option plans, section 457 plans and grantor (rabbi) trust and secular trust arrangements.

Jim advises companies on the design, formation and operation of qualified retirement plans. These include defined benefit pension plans, profit sharing plans, 401(k) plans, ESOPs and 403(b) plans. He also consults on the redesign and restructuring of broad-based retirement programs, including restructuring initiatives prompted by mergers, acquisitions, spin-offs and cost-savings.

Jim assists employers in conducting comprehensive compliance reviews of their qualified plans and represents clients before the IRS and the Department of Labor with respect to those agencies’ corrections programs.

In addition, Jim advises clients on the design, formation and operation of employee welfare benefit plans, including health plans, cafeteria plans and fringe benefit plans. He provides advice to clients on COBRA issues and funding post-retirement medical obligations.

Jim has broad experience with Title I ERISA matters, including reporting and disclosure issues, fiduciary responsibility issues, prohibited transactions and DOL enforcement actions. He advises employers, advisers, lenders and trustees with respect to the participation of employee benefit plans in private equity and lending arrangements, including advice concerning ERISA’s plan asset rule. 

Jim regularly represents clients with respect to the employee benefits aspects of mergers and acquisitions, including due diligence, negotiations and post-transaction benefits integration. This representation includes advice on golden parachute excise tax issues, successor employer issues under COBRA and termination and withdrawal issues.


Georgetown University, BS

The University of Connecticut, JD

College of William & Mary, LLM


  • Illinois
  • District of Columbia
  • Connecticut


  • US District Court for the District of Connecticut
  • US District Court for the Northern District of Illinois


  • American Bar Association
  • District of Columbia Bar Association
  • Georgetown University Alumni Club of Chicago (Past President)