Marianne O'Bara

Marianne O'Bara




Marianne is a Partner in Dorsey’s Benefits and Compensation practice group. Her practice focuses on qualified retirement plans and executive compensation arrangements.  She assists both tax exempt and for profit clients in the design, formation, IRS qualification, administration, merger and termination of employee benefit plans, including retirement, welfare and executive compensation plans. Marianne regularly advises clients on benefits and compensation matters in business acquisitions, dispositions and mergers, and she represents clients in resolving compliance issues with the IRS and other regulatory agencies.

Education & Admissions

University of Missouri - Kansas City Law School (J.D., 1980),
Member, UMKC Law Review

University of Michigan (B.A., Psychology, 1971)


  • Washington
  • U.S. District Court for the Western District of Washington
  • U.S. Tax Court


Representative Work

  • Represents U.S. Bank on employee benefits matters, including drafting and amending retirement and incentive compensation plans, ongoing advice regarding compliance with applicable laws and regulations, and assistance regarding employee benefit plan aspects of acquisitions and divestitures (from due diligence to plan integration and employee assimilation)
  • Assists public and privately held for profit companies, as well as non-profit and tax exempt entities, in establishing and maintaining compensation and benefit programs, including qualified pension and profit sharing plans, welfare benefit plans, non-qualified deferred compensation plans, cash bonus and incentive compensation arrangements (including 162(m) plans), employee stock purchase plans, and other equity compensation arrangements
  • Advises clients on prohibited transactions and fiduciary duty requirements and on compliance with ERISA 404(c) participant directed investment regulations
  • Assists employers regarding operational qualification problems for retirement plans and has prepared and submitted voluntary compliance program applications to the IRS
  • Counsels clients on the employee benefits aspects of mergers and acquisitions, including assessing plans and programs of target companies, drafting appropriate representations and covenants with reference to continuation, termination or merger of plans after the transaction closes, and advising on 162(m) and 280G tax issues     

News & Resources


Tax Reform to Impact Compensation Deduction Claimed by Foreign Private Issuers
Common U.S. Tax Withholding and Reporting Errors with Respect to Certain RSUs
RSU Awards to U.S. Taxpayers Require Careful Review Before Grant
DSU Plans Require Careful Review to Avoid Adverse U.S. Tax Treatment
Now’s the Time to Review Compensation Arrangements Relating to Unvested Rights
IRS Begins 409A Audit Initiative
"M&A Alert: Potential US Tax Issues on Employee Severance and Bonus Payments" (co-author)
Reporting Deadline for 2010 ISO Exercises and ESPP Stock Transfers is Fast Approaching
The Clock is Ticking: Treasury and IRS Issue Final 409A Regulations – Employers Must Act to Amend Plans to Comply

News & Press Mentions

13 Dorsey Lawyers in Seattle Selected for Inclusion in The Best Lawyers in America 2018
Super Lawyers Recognizes 18 Dorsey Lawyers in Seattle
11 Dorsey Lawyers in Seattle Selected for Inclusion in The Best Lawyers in America 2017
Super Lawyers Recognizes 14 Dorsey Lawyers in Seattle
9 Dorsey Lawyers in Seattle Selected for Inclusion in The Best Lawyers in America® 2016
Super Lawyers Recognizes 13 Dorsey Lawyers in Seattle
Dorsey & Whitney Represents, Inc. in Preferred Stock Offering
11 Dorsey Seattle Lawyers Selected for The Best Lawyers in America® 2015 and Best Lawyers of the Year
Dorsey Advises Kodiak in Whiting Oil & Gas Deal
Super Lawyers Recognizes 20 Dorsey Lawyers in Seattle
12 lawyers in the Firm’s Seattle office named Super Lawyers™ and six named Rising Stars by Washington Super Lawyers

Select Presentations

  • "Potential Pitfalls in Equity Awards and Separation Pay", Seattle Seminar, January, 2011
  • “Looking Beyond Health Care Reform: Impacts and Best Practices for Employers,” Seattle Seminar, April 2010
  • "U.S. Benefits Issues in Mergers and Acquisitions", Sixth Annual Mergers and Acquisitions Conference, Calgary, Canada, December, 2009
  • "SEC Disclosure Rules - Executive Compensation", Corporate Counsel Symposium, Minneapolis, November, 2006
  • "IRC Section 409A and Implications for Private Companies", Utah Technology Counsel, Salt Lake City, October, 2006
  • "Taxation of Deferred Compensation - What is New and What Has Changed", Western Pension and Benefits Conference, Seattle, April, 2006
  • "IRC Section 409A and Implications for Incentive Compensation, Employment Agreements and Severance Plans", Society of Human Resources Professionals, Seattle, March, 2006

Professional & Civic

Professional Achievements

  • Member, Western Pension & Benefits Conference: 1996 to Present
  • Member, American Benefit Council
  • Washington State Bar Association Taxation Section: 1983-90; 1994-Present
    • Chair, Federal Tax Liaison Committee: 1996-1997
    • Member, State Liaison and Administration Committee: 1988-1990
  • American Bar Association
    • Taxation Section: 1980-1990; 1994-Present
    • Natural Resources Section, Forest Resources Committee (Vice-Chair for Timber Taxation): 1986-87
  • Advisory Board Member, University of Washington Women's Center; 1993-1997, 2001- 2010
  • Past President, Washington Women in Tax
  • Past President, Northwest Women's Law Center
  • Trustee, Evergreen School: 1996-1999
  • Trustee, Seattle Children's Museum: 1993-1996
  • Member, Medical Staff Ethics Committee, Valley Medical Center: 1989-93
  • Member and Past Officer, King County Women's Political Caucus
  • Charter Board Member, The Central Exchange, Kansas City, Missouri


  • Listed as a Washington Super Lawyer, 2011, 2013-2017
  • Recognized by the Puget Sound Business Journal as one of the 2010 Best Lawyers in Employee Benefits Law in the Seattle Area
  • Listed in Best Lawyers in America©, 2007-2018
Marianne O'Bara