Controlled Group Liability and Successor Employer Rules: ERISA and IRC Provisions, Limiting Claims, Seller Liability

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

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Conducted on Thursday, June 10, 2021

Recorded event now available

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Course Materials

This CLE course will provide benefits counsel, advisers, and plan administrators guidance on the requirements and limitations of the controlled group liability and successor employer rules under ERISA, the IRC, and the case law, as well as methods to limit claims and reduce the risk of buyer liability.

Description

Pension funding obligations may not be limited to the immediate employer and sponsor of a pension plan. Third parties have pension liability as members of a controlled group or, in some circumstances, as a successor in an asset sale. Employers, investors, shareholders, and lenders must carefully analyze the controlled group liability and successor employer rules under ERISA, the Internal Revenue Code (IRC), and recent court decisions and effectively implement strategies to minimize pension liability dangers.

ERISA provides that employees of a "trade or business" under the common control with another entity are treated as a single employer and have joint and several liability when the single-employer pension plan is terminated or an entity withdraws from a multiemployer pension plan.

In addition to controlled group liability, courts have imposed successor liability on a buyer in an asset deal where the buyer had actual or constructive notice of the pension plan liabilities before the sale and continues the seller's operations. The majority of those cases have involved actions by multiemployer pension plans to collect withdrawal liability from unrelated third parties. However, recent case law suggests that successor liability theory could also become more prevalent in the single-employer plan context.

Listen as our panel discusses the impact of recent cases, essential rules under ERISA and the IRC for controlled group and successor liability, and methods to limit claims and reduce liability risk.

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Outline

  1. The impact of the PBGC v. Findlay Industries Inc. and other significant cases
  2. Controlled group liability: unfunded pension liability and PBGC claims, plan withdrawal liability, and more
  3. Successor liability under common law, ERISA, and the IRC
  4. Best practices in minimizing liability in buyer asset purchase deals

Benefits

The panel will review these and other key issues:

  • Controlled group liability litigation claims by multiemployer plans and the PBGC, including claims against entities outside the U.S.
  • Determining what constitutes a "controlled group" and "trades or businesses" after PBGC v. Findlay Industries Inc., et al.
  • Theories of successor liability and methods to limit risk to buyers in an asset sale

Faculty

Carolan, Mark
Mark Carolan
Of Counsel
Groom Law Group

Mr. Carolan practices in the employee benefits and tax areas, focusing primarily on Title II of ERISA. Mark’s...  |  Read More

Carrasco, Lisa
Lisa Rhein Carrasco
Partner
Smith, Gambrell & Russell

Ms. Carrasco is a Partner in the Executive Compensation and Employee Benefits Practice of Smith, Gambrell &...  |  Read More

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

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