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
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.
- Qualified plans in M&A
- Welfare plans in M&A
- Nonqualified deferred compensation and severance
- 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?
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
Mr. Lieberman has more than 25 years of experience advising a broad range of clients on ERISA, employee benefits, and executive compensation matters, including counseling on the design and operation of compensation and benefit arrangements and on issues under IRS Code Sections 280G, 162(m), 409A, and 457A; advising on employee benefits and ERISA issues in M&As and other corporate transactions; advising on plan compliance, corporate governance, and reporting matters; and providing support for ERISA controversies and litigation.Close
Ryan J. Liebl
Mr. Liebl focuses his practice on advising public and private companies and individual executives on executive... | Read More
Mr. Liebl focuses his practice on advising public and private companies and individual executives on executive compensation related matters, including designing, drafting and administering nonqualified deferred compensation plans, excess benefit plans, severance plans and equity compensation agreements, among others. Mr. Liebl also has extensive experience advising clients regarding employee benefits and executive compensation issues in corporate transactions.Close
Gabriel S. Marinaro
Katten Muchin Rosenman
Mr. Marinaro's practice focuses on all aspects of employee benefits and executive compensation. He regularly... | Read More
Mr. Marinaro's practice focuses on all aspects of employee benefits and executive compensation. He regularly counsels publicly traded and privately held companies, tax-exempt organizations, and governmental entities on a variety of employee benefits and executive compensation matters. He provides guidance on nonqualified deferred compensation plans both for for-profit companies and tax-exempt clients. Mr. Marinaro regularly drafts nonqualified deferred compensation arrangements, including supplemental executive retirement plans, and change in control agreements. Additionally, he advises employers and executives on issues under Code Sections 409A, 457(f), 457A, 162(m), 280G and 83 regarding compensation arrangements for executives.Close