John J. Cleary

John J. Cleary

John J. Cleary

Jack Cleary, a partner in Goodwin's Financial Industry Practice, specializes in all aspects of ERISA and employee benefits and has over 35 years’ experience representing clients in connection with such matters. He has particular experience advising clients, primarily financial services institutions, on Title I of ERISA, including fiduciary, investment and prohibited transaction matters. In addition, Mr. Cleary counsels on establishing and operating collective investment fund vehicles for institutional investors, including VCOCs and REOCs, as well as developing a variety of new investment practices and products. He also teams with the firm’s ERISA litigators in defending such clients against ERISA claims.

Mr. Cleary has served as chair of the firm’s Partnership Committee and on its Executive, Management and Allocations Committees.

In 2013 and 2014, Mr. Cleary was recognized nationwide in the Employee Benefits & Executive Compensation category in Chambers USA: America’s Leading Lawyers for Business, where clients noted that he “has a very good understanding of the law, and can give you insight that very few people can in terms of novel and new issues.”

Professional Activities

Mr. Cleary is a member of the Employee Benefits Committee of the Tax Section of the American Bar Association, a past co-chair of the Employee Benefits Committee of the Boston Bar Association and a former director of the New England Employee Benefits Council and of Catholic Memorial School.


Mr. Cleary has been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business, U.S. News-Best Lawyers and The Legal 500 U.S.

Areas of Practice


Mr. Cleary has extensive experience dealing with the Department of Labor on ERISA matters, including prohibited transaction exemptions and advisory opinions, as well as DOL audits and enforcement actions, and he frequently represents trustees, investment managers and other fiduciaries concerning their fiduciary responsibilities under ERISA. His representative matters include:

  • On behalf of an investment adviser client, obtained one of the two seminal DOL advisory opinions authorizing the payment of incentive compensation under ERISA
  • Teamed with ERISA litigators in obtaining a dismissal of all ERISA claims alleging fiduciary breach and unreasonable compensation against John Hancock Life Insurance Company in a case pending on appeal in the Third Circuit
  • As a part of his substantial practice in the stable value area, assisted two money center banks in successfully winding down their stable value collective investment funds
  • As special ERISA counsel, currently seeking to obtain a DOL prohibited transaction exemption that would enable, both retroactively and prospectively, a plan sponsor client to contribute notes issued by an affiliated entity to its defined benefit pension plan in satisfaction of its funding obligation to the plan
  • Obtained the first DOL advisory opinion holding that Section 408(b)(8) of ERISA provides exemptive relief for self-dealing prohibited transactions under Section 406(b)(1)
  • Assisted a major financial institution in restructuring, renegotiating and redocumenting its entire stable value book of business after the financial crisis



J.D., 1974
Harvard Law School

(magna cum laude)

M.Phil., 1970
Yale University
B.S., 1968
Massachusetts Institute of Technology





U.S. Court of Appeals for the First Circuit
U.S. District Court for the District of Massachusetts
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