David R. Johanson, Partner
David Johanson assists clients in general corporate and business matters and in employee ownership and benefit matters, with an emphasis on executive compensation, equity incentive plans, non-qualified deferred compensation, employee stock ownership plans (ESOPs), ESOP transactions, mergers and acquisitions (and related tax planning) and business succession and estate planning.

Mr. Johanson has advised a substantial number of publicly-traded and closely-held companies and their compensation committees regarding the design, documentation, implementation and administration of various types of executive compensation plans and related disclosure issues.

Recognized nationally for his experience and expertise in the ESOP and executive compensation field, Mr. Johanson is a past chair of the legislative and regulatory advisory committee of The ESOP Association. He also is a past chair of The ESOP Association's advisory committee chairs council and is a former member of its board of directors. In addition, he is a member of the steering committee and a former officer of the California/Western States Chapter of The ESOP Association. Mr. Johanson was honored at the 17th annual conference of The ESOP Association as the outstanding committee chair for 1993-94. The ESOP Association is the national trade association of employee-owned companies, and its membership includes more than 1,500 companies with ESOPs.

Mr. Johanson writes frequently regarding ESOPs, equity incentive plans, non-qualified deferred compensation and forms of executive compensation, and is a member of the board of editors of The National Center for Employee Ownership's Journal of Employee Ownership Law and Finance, serves on its board of directors and is a member of its stock options advisory board. Mr. Johanson has been the primary author of a monthly Legal Update column for the ESOP Report, which is published by The ESOP Association, since 1992. He also has authored a number of chapters of books and articles published by The National Center for Employee Ownership since the late 1980's.

Mr. Johanson received his A.L.A. from Columbia College in 1980, his B.I.S. from the University of Minnesota (summa cum laude) in 1983, and his J.D. from the University of Minnesota (cum laude) in 1986. He is admitted to practice in California, the District of Columbia, Maryland and Minnesota. He also admitted to practice before the U.S. District Court (Northern District of California and District of Minnesota), the U.S. Court of Appeals (Eighth Ninth, and Eleventh Circuits) and the U.S. Tax Court.

The Marquis Who's Who Publication's Board recently honored Mr. Johanson by certifying his biographical record in Who's Who In American Law, 9th Edition, inclusion in which is limited to those individuals who have demonstrated outstanding achievement in their own fields of endeavor and who have thereby contributed significantly to the betterment of contemporary society.

D.S. Berenson, Partner
Mr. Berenson serves as general and special counsel to residential remodeling contractors, multi-national banks, consumer lenders and mortgage companies, specializing in a range of business and corporate matters. He is active in all areas of business law, with an emphasis in residential construction and home improvement law, consumer finance and lending, state and national business transactions, corporate quality control, agency representation, specialized litigation, ESOPs, mergers and acquisitions, corporate structure, securities and finance, commercial lending and asset protection.

Recognized nationally for his experience and expertise in construction law and financing, Mr. Berenson is the author of "Pratt's State Law and Regulation of Closed-End Credit." This six-volume series covers all aspects of installment and credit sale practices, procedures and licensing from both the federal and state perspective, for the credit seller as well as later finance purchasers and investors.

A frequent lecturer and contributing author to various trade journals, Mr. Berenson received his law degree from Duke University and serves on the American Bar Association's Committee on Professional Conduct and Committee on Consumer Financial Services.

His internship experience includes the Office of Chief Counsel of the Internal Revenue Service in New York and the Securities and Exchange Commission in Washington, D.C. Mr. Berenson was the lead strategist and negotiator in the successful defense of the $200,000,000 Truth-in-Lending/RESPA consumer class action lawsuit brought against Sears, Roebuck & Co. and various local and national lenders. He has structured and negotiated numerous national and international business combinations, and has completed licensing and franchise relationships for clients with Sears, Roebuck & Co., Montgomery Ward, Macy's East, Inc., Lowe's, Kmart, Home Depot, Hechingers, Owens Corning and Century 21.

Memberships include The Florida Bar; the District of Columbia Bar; the Pennsylvania Bar Association; the Virginia Bar Association and the American Bar Association. Court admissions include the U.S. Tax Court; the U.S. Court of Appeals for the Eleventh Circuit; the District of Columbia Court of Appeals; the Florida Supreme Court; the Virginia Supreme Court and the Pennsylvania Supreme Court.

Douglas A. Rubel, Partner
Douglas A. Rubel is the Senior Litigation Partner of Johanson Berenson LLP. He is located in our Firm's Cary, North Carolina office, from which he maintains a national litigation and counseling practice focused primarily in matters of business law, employment, ERISA and employee benefit claims, personal injury (including Mold and Toxic Tort litigation); class action and complex litigation; consumer protection (pricing, rescission rights, etc.) and unfair and deceptive acts and practices.

Mr. Rubel is recognized nationally for providing zealous, effective and thorough representation in trials, administrative proceeding and appeals, as well as in mediations, arbitrations and other dispute resolution forums, and has extensive experience litigating and trying cases on behalf of businesses and individuals at both the federal and state trial and appellate court levels, and is often asked to serve as special counsel in litigation proceedings due to his reputation for "out-of-the-box" case strategy and analysis.

Mr. Rubel brings an intuitive understanding of our clients' issues and concerns to his work, and acknowledges that legal problems can and do affect all aspects of a client's life and business.

Mr. Rubel is admitted to practice in the state and federal courts of North Carolina, the District of Columbia, Maryland, Illinois (inactive), and Pennsylvania (inactive) and the United States Courts of Appeals for the Fourth and Ninth Circuits. He is a graduate of the University of Minnesota (B.S. 1982) and American University, Washington, College of Law (J.D. 1986). He is an active member of the American Bar Association; District of Columbia Bar; Maryland Bar Association; North Carolina Bar Association, North Carolina Academy of Trial Lawyers and the National Employment Lawyers Association.

Reported Cases: Consolidated Constr. Serv., Inc. v. Simpson, 372 Md. 434, 813 A.2d 260 (2002); Rockville Harley-Davidson, Inc. v. Harley-Davidson Motor Co., Inc., 217 F.Supp.2d 673 (D.Md. 2002); Simpson v. Consol. Constr. Serv., Inc., 143 Md.App. 606, 795 A.2d 754 (2002); Deutsche Credit Corp. v. Chesapeake Yacht Sales, Inc., 92 F.3d 1177 (4th Cir. 1996) [Unpublished Disposition, 1996 WL 452604 4th Cir. (Md.) Aug 12, 1996]; Imperial Hotel, Inc/. v. Bell Atlantic Tri-Con Leasing Corp., 91 Md.App. 266, 603 A.2d 1371 (1992).

Rachel J. Markun, Partner
Rachel Markun advises clients regarding the corporate, tax and fiduciary issues relating to ESOPs and employee benefit plans. She has represented plan fiduciaries and financial institutions in connection with legislative and regulatory initiatives relating to the Internal Revenue Code, ERISA, the federal securities laws, the California tax laws and the California laws relating to partnerships and limited liability companies. She has extensive tax expertise relating to tax-exempt entities including matters involving unrelated business tax issues.

Ms. Markun is a frequent lecturer for the National Center on Employee Ownership, the National Employment Law Institute, the Practicing Law Institute, the American Bar Association, the State Bar of California, the Institute for Fiduciary Education and the National Council of Investment Law Attorneys. She is the co-author of The Fiduciary Responsibilities of Employee Benefit Plan Fiduciaries under ERISA (Institutional Real Estate, Inc. Publications 1996) and the Attorney's Guide to Pension and Profit-Sharing Plans (California Continuing Education of the Bar 1994.)

Ms. Markun received a B.A. from the University of Chicago in 1977 and her J.D. from University of California, Hastings College of the Law in 1981. She was a partner in the firm of Morrison and Foerster from 1987-1996. She is admitted to practice in California and before the U.S. District Court (Northern District of California, District of Nevada and District of Colorado).