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 premium CLE webinar with Q&A

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Conducted on Tuesday, July 16, 2019

Recorded event now available

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Course Materials

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.


Because of their potential significant cost, the treatment of employee benefits is typically one of the most critical components of any merger and acquisition activity. Counsel must identify potential liabilities when transitioning employee benefit plans, avoid unanticipated liabilities, and grasp how benefit plan liabilities will impact the transaction.

The panel will cover, among other noteworthy topics, the treatment of single-employer defined-benefit pension plans. Such plans often carry significant unfunded termination liabilities that may impact the acquirer’s balance sheet and produce joint and several liabilities for the controlled group of the plan sponsor.

Employers will also face liabilities due to subsidized health and life insurance benefits for retirees. Disputes over retiree welfare benefits have triggered significant litigation over the past two decades. An improperly amended or terminated plan can expose employers to substantial liability.

Listen as our experienced panel provides best practices for avoiding significant M&A liabilities regarding benefits subject to ERISA. Participants will take away information and perspectives crucial to ensure correct treatment of these high-risk matters.



  1. Pension plan obligations
    1. Alternatives to include assumption, plan mergers, plan termination and plan freezes
    2. Underfunded pension plan liability to include a general discussion of joint and several/controlled group liability
    3. Withdrawal liability
  2. Retiree welfare benefit obligations
    1. Funding considerations to include unfunded/VEBA, exclusive benefit if funded
    2. Ability to terminate retiree welfare benefits
  3. Defined contribution plans
    1. Plan assumption versus rollover
    2. Participant loans
  4. Other
    1. SERPs and other nonqualified defined benefit and defined contribution plans
    2. International plans


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?


Bergmann, Michael
Michael R. Bergmann

Skadden, Arps, Slate, Meagher & Flom

Mr. Bergmann counsels clients on employee benefits, ERISA and executive compensation matters. A significant portion of...  |  Read More

Levin, Ian
Ian L. Levin

Schulte Roth & Zabel

Mr. Levin’s practice concentrates on executive compensation and employee benefits, including the fiduciary and...  |  Read More

Murata, Alessandra
Alessandra K. Murata

Goodwin Procter

Ms. Murata’s practice focuses on advising public and private companies, boards, private equity clients, asset...  |  Read More

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