Benefit Plans in M&A: Transitioning Pension, Savings and Welfare Plans
Best Practices to Avoid Liability for Underfunding, Plan Defects and Unintended Benefits
Recording of a 90-minute CLE webinar with Q&A
This CLE course will provide perspectives and experiences to help counsel navigate through employee benefits issues in mergers and acquisitions that are often overlooked and can materially affect the value of a transaction. To avoid unexpected liability, benefits counsel must be familiar with the complicated rules that apply to the transition of benefits and be proficient in implementing them.
Outline
- Pension plan obligations
- Alternatives to include assumption, plan mergers, plan termination and plan freezes
- Underfunded pension plan liability to include a general discussion of joint and several/controlled group liability
- Withdrawal liability
- Retiree welfare benefit obligations
- Funding considerations to include unfunded/VEBA, exclusive benefit if funded
- Ability to terminate retiree welfare benefits
- Defined contribution plans
- Plan assumption versus rollover
- Participant loans
- Other
- SERPs and other nonqualified defined benefit and defined contribution plans
- International plans
Benefits
The panel will review these and other challenging issues:
- What are the potential liabilities when transitioning employee benefit plans?
- What are best practices to avoid unanticipated liabilities?
- How will the benefit plan liabilities impact the transaction?
Faculty
Michael R. Bergmann
Partner
Cooley
Mr. Bergmann is a partner in Cooley’s compensation and benefits practice group. He counsels clients on... | Read More
Mr. Bergmann is a partner in Cooley’s compensation and benefits practice group. He counsels clients on executive compensation, employee benefits and Employee Retirement Income Security Act (ERISA) matters. Mr. Bergmann devotes a significant portion of his practice to advising major public corporations and private companies on executive compensation and employee benefit arrangements in the context of mergers and acquisitions and other transformative business transactions. He has nearly three decades of experience in a wide range of executive compensation and benefits matters. In particular, Mr. Bergmann has extensive experience with Securities and Exchange Commission (SEC) rules governing compensation disclosure and tax rules applicable to executive compensation. He regularly advises small and large public and private companies and individual senior executives on adopting and revising employment, severance, and cash and equity incentive compensation agreements and arrangements. Mr. Mr. Bergmann also counsels clients on the rules governing tax-qualified retirement vehicles, taxation of employee welfare benefits and application of ERISA to the administration of such arrangements and their assets.
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Ian L. Levin
Partner
Schulte Roth & Zabel
Mr. Levin practices in the firm’s M&A and Securities Group and Employment and Employee Benefits Group.... | Read More
Mr. Levin practices in the firm’s M&A and Securities Group and Employment and Employee Benefits Group. His practice covers a broad range of executive compensation and employee benefits matters, including the associated tax, securities, corporate, employment and labor issues. Mr. Levin's broad experience and understanding of prevailing "market" terms enables him to assist clients in designing practical and competitive compensation and benefits arrangements that meet the unique needs of the client. Mr. Levin serves as Chair of the Advisory Board and as former Chair of the Center for Transactional Law and Practice Advisory Board at the Emory University School of Law. He also serves as an adjunct professor at New York Law School and Emory University School of Law.
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Alessandra K. Murata
Partner
Goodwin Procter
Ms. Murata’s practice focuses on advising public and private companies, boards, private equity clients, asset... | Read More
Ms. Murata’s practice focuses on advising public and private companies, boards, private equity clients, asset managers and members of management on executive compensation and benefits issues arising in the context of mergers, acquisitions, initial public offerings and other extraordinary corporate events, including private equity and leveraged buyout transactions.
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