Employee Benefits and Executive Compensation Reps, Warranties and Indemnification Clauses in M&A Deals

General considerations, latest trends and developments, including perspectives on latest guidance under Code Section 162(m) and the impact in M&A

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

Conducted on Tuesday, February 26, 2019

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. The panel will discuss key considerations in drafting such provisions under tax reform (including 162(m)), rep and warranty insurance, and offer their perspectives on what is market.


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

  • Recent guidance under Code Section 162(m) and how it impacts due diligence and post-combination considerations
  • Other tax reform changes that continue to be considerations in transactions
  • Rep and warranty insurance and how it impacts considerations in due diligence

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 review these and other challenging 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 practical 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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