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
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
Counsel
Skadden, Arps, Slate, Meagher & Flom
Mr. Bergmann counsels clients on employee benefits, ERISA and executive compensation matters. A significant portion of... | Read More
Mr. Bergmann counsels clients on employee benefits, ERISA and executive compensation matters. A significant portion of his practice is devoted to advising major public companies on employee benefit and executive compensation arrangements in the context of M&As as well as on an ongoing advisory basis. He also has extensive experience with the SEC rules governing executive compensation disclosure and the tax rules imposing limits on the deductibility of executive compensation.
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Ian L. Levin
Partner
Schulte Roth & Zabel
Mr. Levin’s practice concentrates on executive compensation and employee benefits, including the fiduciary and... | Read More
Mr. Levin’s practice concentrates on executive compensation and employee benefits, including the fiduciary and plan asset requirements of ERISA. He regularly advises client regarding the formation and ongoing compliance of private equity and hedge funds; the administration, management and investment of employee benefit plans; and compliance with ERISA’s various prohibited transaction rules and exemptions. Mr. Levin's practice also focuses on the employee benefit aspects of mergers and acquisitions, representing both executives and companies with respect to the negotiation and drafting of executive employment agreements and advising companies on the design, establishment and operation of virtually all types of employee benefit arrangements ranging from cash incentive, equity, deferred compensation and change-in-control arrangements to broad-based retirement and welfare plans.
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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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