Employee Benefits and Executive Compensation Reps, Warranties, and Indemnification Clauses in M&A Deals
Key Considerations: SECURE Act, CARES Act, Impact of the Pandemic on Benefits and Compensation in M&A
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course 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, including benefits-related changes under the CARES Act and other updates, and offer their perspectives on what is market in transactions in this unique environment.
Outline
- Qualified plans in M&A
- Welfare plans in M&A
- Nonqualified deferred compensation and severance
- Equity compensation
Benefits
The panel will review these and other challenging issues:
- When drafting and negotiating representations, covenants, and indemnification provisions in these developing areas, what are some best practices for employee benefits counsel?
- 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?
Faculty
Jeffrey A. Lieberman
Counsel
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.
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Ryan J. Liebl
Partner
Mayer Brown
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.
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Gabriel S. Marinaro
Partner, Tax
Akerman
Mr. Marinaro focuses his practice on all aspects of employee benefits and executive compensation. He regularly counsels... | Read More
Mr. Marinaro focuses his practice 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 various employee benefits and executive compensation matters. He advises on benefits and compensation issues that arise in domestic and cross-border corporate transactions, financings, and corporate reorganizations. He regularly advises on the treatment of benefit plans and equity awards in various deal structures, advising on Code Section 280G golden parachute requirements, drafting and negotiating severance agreements, change in control agreements, and retention bonus agreements.
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