Caroline Scott Talley

Caroline Scott Talley

Senior Counsel | Atlanta Office
T: (404) 420-5538
F: (404) 522-8409

Practice Group(s)



  • Davidson College - (B.A., Cum Laude, 1983) Phi Beta Kappa
  • University of Georgia - (J.D., Magna Cum Laude, 1992) Order of the Coif, Phi Kappa Phi

Admitted to Practice

  • Georgia



Caroline is senior counsel with the firm's Employee Benefits/ERISA and Tax practice groups. She has extensive experience with all types of qualified and non-qualified benefit plans, including 401 (k) plans, profit sharing plans, pension plans (including hybrid/cash balance plans), health and welfare plans, collectively bargained plans, Taft-Hartley plans, SERPs, excess benefit plans, and severance plans.

Caroline works with many of the firm’s private not-for-profit and public hospitals/health systems in Georgia and in other states. Caroline guides the firm’s health care clients' legal, human resources, and financial teams through complex pension and benefits laws and regulations to ensure ongoing compliance, effective plan governance, and comprehensive plan management. Caroline's expertise encompasses the design and operation of the firm’s health care clients’ employee benefit programs, including 401(k), 403(b), 457(b), and 457(f) plans as well as pension (including hybrid/cash balance plans) and health and welfare plans.

Caroline's expertise includes:
  • Representing and advising management, finance, and human resources of publicly traded, large companies and smaller privately held companies on general benefit plan issues.
  • Advising board of directors and management on governance, fiduciary, and settlor issues, including employer stock and independent fiduciary issues.
  • Designing and drafting fiduciary committee charters, investment policies, and related committee materials.
  • Advising and assisting employers, actuaries, and third party record keepers on all aspects of defined benefit plan and defined contribution plan mergers, spin-offs, and transfers, including reportable events, required IRS filings, 204(h) notices, protected benefits, plan amendments, and funding issues including withdrawal liability determinations and free look availability.
  • Designing and drafting plan documents, amendments, restatements, wrap documents, administrative manuals and forms, QDRO and plan loan procedures, and various employee communications.
  • Representing benefit plans before the IRS, DOL, and PBGC on various qualification and compliance issues, including determination letter and advisory opinion filings, plan audits, and correction program submissions, including preparation of IRS determination letter filings, DOL advisory opinion requests, and EPCRS and VFCP submissions.

Professional and Civic Involvement

  • Member, State Bar of Georgia
  • Member, Section of Taxation of the American Bar Association
  • The Carter Center – Board of Councilors (2017-present)


  • Recognized as a leading Employee Benefits (ERISA) and Tax practitioner by "Best Lawyers in America"
  • Recognized as one of Georgia's "Top Rated Lawyers" by Martindale-Hubbell and ALM
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