Employee Benefits and Executive Comp Reps, Warranties and Indemnification in M&A Deals – Updates under Tax Reform

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

Conducted on Tuesday, February 13, 2018

Recorded event now available

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Program Materials

This CLE webinar will highlight legal developments for employee benefits counsel to consider when drafting and negotiating representations, covenants and indemnification provisions addressing employee benefit plans and executive compensation programs in the context of mergers and acquisitions, including considerations under the recently enacted Tax Cuts and Jobs Act (“TCJA”). The panel will discuss key considerations when drafting such provisions and offer their perspectives on what is market. We will discuss the most current information regarding the impact of the Tax Reform Act.


The CLE webinar will walk through the due diligence process and negotiation of the purchase agreement, including recent developments such as:

  • More flexible treatment of transfer/rollover of participant 401(k) loans, as provided under the TCJA.
  • Due diligence considerations for companies utilizing the deferral options under Code Section 83(i), recently added under TCJA
  • State laws on paid leave and due diligence considerations

Listen as our panel of employee benefits attorneys discusses best practices for negotiating, drafting and enforcing employee benefits and executive compensation reps, warranties and indemnification clauses in the context of mergers and acquisitions.



  1. Qualified Plans in M&A
  2. Welfare Plans in M&A
  3. Nonqualified Deferred Compensation and Severance
  4. Equity Compensation


The panel will address these and other key issues:

  • What are some best practices for employee benefits counsel when drafting and negotiating representations, covenants and indemnification provisions in these developing areas?
  • What are the most commonly disputed issues when negotiating these new representations and covenants and what are some effective strategies for resolving them?
  • What are some hidden liabilities employee benefits counsel should look for when conducting due diligence in these developing areas?


Lieberman, Jeffrey
Jeffrey A. Lieberman

Skadden Arps Slate Meagher & Flom

Mr. Lieberman has more than 25 years of experience advising a broad range of clients on ERISA, employee benefits, and...  |  Read More

Liebl, Ryan
Ryan J. Liebl

Mayer Brown

Mr. Liebl focuses his practice on advising public and private companies and individual executives on executive...  |  Read More

Marinaro, Gabriel
Gabriel S. Marinaro

Special Counsel
Katten Muchin Rosenman

Mr. Marinaro's practice focuses on all aspects of employee benefits and executive compensation. He regularly...  |  Read More

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