Rachel Faye Smith is a partner in Morrison Foerster’s Boston office and serves as Co-Chair of the firm’s Executive Compensation and Benefits practice.

A seasoned benefits and executive compensation advisor with over two decades of industry experience, Rachel has provided counsel to a wide range of clients and business sectors, including both public and private companies, venture capital and private equity firms, limited liability companies and partnerships, and nonprofit, government, and religious organizations, in the areas of employee benefits and executive compensation. Rachel specializes in ERISA and employee benefits, both in the context of mergers and acquisitions and in the complex regulatory requirements for benefit plan operations. She has significant experience working with private equity-backed medical and dental practices, and other forms of professional corporations, with a particular focus on the controlled and affiliated service group rules, MEWAs, and the single-employer requirements of employee benefits law.

Rachel’s work includes advising on the drafting, administration, and compliance issues associated with qualified plans, such as profit-sharing and 401(k) plans, cash balance plans, defined benefit pension plans, ESOPs, and non-ERISA plans such as governmental and church plans. She frequently represents clients before the Department of Labor, IRS, and Pension Benefit Guaranty Corporation in the context of plan audits, compliance, and terminations. Additionally, she advises clients on employee health and welfare benefit plans, including issues relating to the Affordable Care Act and COBRA. Rachel represents clients on the integration and transition of employee benefits plans, from both a buyer and seller perspective, in corporate transactions, and had particular experience with ESOP transactions. She also represents clients in the submission of qualified plans to the IRS for Determination Letters, as well as compliance and correction submissions under the IRS’ Voluntary Correction Program.

Before focusing on employee benefits, Rachel’s practice included executive compensation. Rachel has worked extensively with management carve-out and change of control plans, bonus arrangements, employment and severance agreements, equity compensation and incentive plans, and other deferred compensation arrangements. She has experience with both company-side and executive-side negotiation of executive compensation.

Prior to joining Morrison Foerster, Rachel was a partner advising on executive compensation and employee benefits law at other national and multinational law firms in Boston, and she previously served as chair of a tax and employee benefits practice group.

Rachel is a thought leader and author on topics relating to the employee benefits space. She has served as co-chair of the Boston Bar Association’s Tax Steering Committee and ERISA Subcommittee. Rachel is also a graduate of YW Boston’s 2024 LeadBoston program, which trains professionals in fostering a diverse, equitable, and inclusive workplace.

Rachel received a B.A. (Hons.) in political science with a general major in French from Wilfrid Laurier University in Canada and an M.A. in Asia-Pacific International Relations from the International University of Japan. She also holds an LL.B./B.C.L. in both common law and civil law from McGill University. She speaks fluent French, conversational Spanish, and conversational Japanese.