Marianne O'Bara

Marianne O'Bara



Marianne is a Partner in Dorsey’s Benefits and Compensation practice group and past Chair of the firm’s Executive Compensation Practice Group. She assists clients in the design, formation, administration, merger and termination of employee benefit plans. She has extensive experience with qualified and non-qualified retirement plans, deferred compensation plans, severance plans and agreements, equity compensation plans and other incentive compensation arrangements. Particular areas of focus include helping non-U.S. companies design and administer compensation and benefits programs for their U.S. employees and assisting financial institutions in designing incentive compensation arrangements in line with regulatory guidance on sound incentive compensation policies. 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 Matters

Representative examples of benefits and compensation matters on which Marianne has assisted clients recently include:

  • Advising large banking organizations on all aspects of employee benefits and incentive compensation arrangements
  • Assisting numerous non-U.S. companies in designing equity and incentive compensation plans and employment agreements in compliance with U.S. tax laws, including IRC Section 409A
  • Helping non-U.S. companies navigate complex U.S. tax and ERISA requirements with respect to full range of U.S. employee benefit programs
  • Addressing U.S. tax and ERISA issues in cross border mergers and reorganizations 
  • Providing ERISA fiduciary training to investment committees for employer-sponsored pension and 401(k) plans
  • Representing employers in DOL and IRS audits 
  • Helping employers in correcting retirement plan errors
  • Advising clients on ERISA prohibited transactions 
  • Counseling clients on IRC Section 280G tax issues related to change in control golden parachute payments

News & Resources


DSU Plans May Run Afoul of U.S. Deferral Election Timing Rules Resulting in Adverse U.S. Tax Treatment
DOL and IRS Relief on Deadlines
Reviewing Compensation Arrangements for Employees Subject to U.S. Income Tax Before Year-End Could Avoid Costly Tax Penalties
Under New IRS Section 162(m) Guidance, Many Common Arrangements will not Retain Grandfathered Status
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 Selected for Inclusion in 2021 The Best Lawyers in America Employment Law Issue
Super Lawyers Recognizes 14 Dorsey Lawyers in Seattle
12 Dorsey Lawyers in Seattle Selected for Inclusion in The Best Lawyers in America 2019
Super Lawyers Recognizes 14 Dorsey Lawyers in Seattle
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

Industries & Practices

  • Banking & Financial Institutions
  • Benefits & Compensation
  • Canada Cross-Border Transactions
  • Energy & Natural Resources
  • Executive Compensation
  • Food, Beverage & Agribusiness
  • Healthcare & Life Sciences
  • Indian & Alaska Native
  • Mergers & Acquisitions
  • Oil & Gas
  • Sustainability
  • Technology

Professional & Civic

Professional Achievements

  • Member, Western Pension & Benefits Conference: 1996 to Present
  • Member, American Benefit Council
  • Washington State Bar Association Taxation Section: 1983-1990; 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): 1986-1987
  • 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: 1989-1993
  • Member and Past Officer, King County Women's Political Caucus
  • Charter Board Member, The Central Exchange, Kansas City, Missouri


  • Listed in Best Lawyers in America©, 2007-2023
  • Named a Best Lawyers® Lawyer of the Year, Litigation – Employee Benefits (ERISA) Law, 2022
  • Listed in Best Lawyers in America Employment Law Issue, 2021
  • Listed as a Washington Super Lawyer, 2011, 2013-2019
  • Recognized by the Puget Sound Business Journal as one of the 2010 Best Lawyers in Employee Benefits Law in the Seattle Area
Marianne O'Bara