Victor Chang is a partner in the firm’s Employee Benefits and Executive Compensation practice group. He advises both for-profit and nonprofit/governmental employers on a wide range of employee benefits matters, such as designing retirement, health & welfare and executive compensation plans, implementing voluntary compliance program corrections, resolving IRS and Department of Labor audits, counseling plan committees on ERISA fiduciary matters, managing payroll and employment tax issues, and handling a variety of benefits issues that arise in corporate acquisitions, dispositions and restructurings.

Victor also regularly represents tax-exempt organizations on regulatory, transactional, and governance issues. A major area of focus for his practice in this area is private foundations and charitable giving. He has represented a number of the country's largest private family foundations, as well as the corporate foundations of several Fortune 500 companies.

Representative Experience

  • Regularly advise on the benefits and compensation aspects of public and private company mergers and acquisitions of all types and sizes, including complex transactional issues involving qualified plan asset transfers, multiemployer pension plan liabilities, retiree health plan obligations and underfunded defined benefit pension plans.
  • Provide fiduciary training and governance advice to retirement plan committees, including guidance on navigating 401(k) and 403(b) plan investment and vendor changes, defined benefit pension plan derisking transactions and participant claims and appeals.
  • Counsel corporate employers and company foundations on employee charitable giving programs, scholarships and disaster assistance funds.
  • Provide advice and legal opinions to nonprofit healthcare systems on the reasonableness of executive compensation and benefits under Internal Revenue Code intermediate sanctions rules.
  • Negotiate and draft major multiyear grant agreements on behalf of private charitable foundations, including research grants, scholarship endowments, program related investments and capital campaigns.
  • Secure IRS determinations for 501(c) organizations seeking recognition of tax-exempt status and reclassification of public charity or private foundation status, including entities formed through nonprofit combinations, joint ventures, spin-offs and restructurings.

Honors & Awards

  • Best Lawyers in America – Employee Benefits (ERISA) Law, Washington D.C. (2020-2024)
  • Washington, D.C. Super Lawyers, Rising Stars list (2018)

Publications and Speeches

  • Deploying Company Foundations in Battle for Tech Talent, Author, The Tax Executive (April 2016)
  • Legal Essentials for Private Foundations, Speaker, Exponent Philanthropy (October 2015)
  • Submitting an Application for Tax-Exempt Status, Speaker, DC Bar Tax Section (September 2015)
  • Understanding Form 990 for True Nonprofit Transparency, Speaker, Knowledge Group (June 2015)
  • Fundamentals of Charitable Contribution Deductions, Speaker, ABA Tax Section (May 2015)
  • Underutilized Corporate Charitable Giving Techniques, Speaker, TEI Cincinnati Chapter (February 2015)

News, Events & Insights


Yale Law School, J.D.

Harvard University, B.A.

  • magna cum laude
  • Phi Beta Kappa

Previous Experience

  • K&L Gates LLP, Partner
  • Jones Day, Partner
  • Ivins, Phillips & Barker Chartered, Partner


  • District of Columbia
  • New Jersey

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