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Controlled Group and Successor Liability for Defined Benefit Pension Plan Liabilities: Best Practices and Potential Pitfalls for M&A Lawyers

Mitigating Controlled Group Liability for Affiliated Companies, M&As, and Corporate Reorganizations

Recording of a 90-minute premium CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
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Conducted on Wednesday, February 9, 2022

Recorded event now available

or call 1-800-926-7926

This CLE course will provide M&A and in-house counsel with a review of controlled group rules and successor liability theories. An entity can be held jointly and severally liable for the unpaid or underfunded pension liabilities of another entity.


Pension liabilities are not just an obligation of the company that sponsors or contributes to a plan; certain liabilities are also the responsibility of the employer’s “controlled group,” which comprises trades or businesses under common control with the employer. For this reason, it is important that practitioners, including M&A and in-house counsel, understand the controlled group rules. It is critical to raise potential controlled group issues early on in a deal making process.

In addition to the controlled group, multiemployer pension plans and PBGC may also look to unrelated entities who purchase the assets of employers under the theory of “successor liability”. Because some courts have applied successor liability in certain circumstances, the normal rule that an asset purchaser is not responsible for the debts of the seller does not necessarily apply.

Listen as our experienced panel of ERISA attorneys guides you through the controlled group and successor liability rules.



  1. Controlled group liability
    1. Unfunded pension liability and PBGC claims
    2. Multiemployer pension plan withdrawal liability
    3. Identifying controlled group members
    4. Analyzing potential liability of a controlled group
    5. Private equity fund liability for plan liabilities of portfolio companies
  2. Successor liability
    1. Common law standards for successor liability
    2. Expanded standards of successor liability under ERISA
    3. Corporate spin-offs and pension liabilities
  3. Transaction considerations


The panel will review these and other key issues:

  • Controlled group rules that may apply when you least expect it
  • Significant cases addressing what constitutes a "trade or business" that may be part of a controlled group
  • Factors courts consider when determining whether to impose successor liability on an asset purchaser
  • Ways to mitigate risk of controlled group liability and successor liability


Kohn, Katherine
Katherine B. Kohn

Senior Counsel
Groom Law Group

Ms. Kohn is Of Counsel in Groom Law Group’s Litigation practice group. She specializes in ERISA litigation...  |  Read More

McNally, Michael
Michael G. McNally

Fox Rothschild

Mr. McNally works with clients in all aspects of benefits and labor law, with a focus on collectively bargained benefit...  |  Read More

Mehta, Heather
Heather M. Mehta

Greensfelder Hemker & Gale

Ms. Mehta’s experience in both employee benefits litigation and compliance counseling gives her a broad...  |  Read More

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