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 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.
Outline
- Controlled group liability
- Unfunded pension liability and PBGC claims
- Multiemployer pension plan withdrawal liability
- Identifying controlled group members
- Analyzing potential liability of a controlled group
- Private equity fund liability for plan liabilities of portfolio companies
- Successor liability
- Common law standards for successor liability
- Expanded standards of successor liability under ERISA
- Corporate spin-offs and pension liabilities
- Transaction considerations
Benefits
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
Faculty
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
Ms. Kohn is Of Counsel in Groom Law Group’s Litigation practice group. She specializes in ERISA litigation relating to qualified and nonqualified retirement and health plans, with significant experience in matters involving the Pension Benefit Guaranty Corporation (“PBGC”), the federal agency that insures private single employer and multiemployer defined benefit pension plans.
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Michael G. McNally
Partner
Fox Rothschild
Mr. McNally works with clients in all aspects of benefits and labor law, with a focus on collectively bargained benefit... | Read More
Mr. McNally works with clients in all aspects of benefits and labor law, with a focus on collectively bargained benefit plans. He counsels clients on day-to-day employee benefits issues, and navigating the interplay between collective bargaining and benefit plan obligations. Mr. McNally assists clients on issues involved in the participation in, and withdrawal from, multiemployer defined benefit pension funds, devising and implementing strategies for reducing exposure and litigating withdrawal liability disputes.
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Heather M. Mehta
Officer
Greensfelder Hemker & Gale
Ms. Mehta’s experience in both employee benefits litigation and compliance counseling gives her a broad... | Read More
Ms. Mehta’s experience in both employee benefits litigation and compliance counseling gives her a broad perspective on the issues all types of employers face when administering benefit plans. She works with clients large and small, as well as tax-exempt organizations such as religiously affiliated hospitals
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