ERISA Benefit Plans in M&A: Transitioning Pension, Retiree Welfare and Defined Contribution Plans

Best Practices to Avoid Liability for Termination, Withdrawal and Nondiscrimination Testing

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

Conducted on Tuesday, February 10, 2015

Recorded event now available

or call 1-800-926-7926
Program Materials

This CLE webinar will provide perspectives and experiences to help counsel navigate through employee benefit issues in mergers and acquisitions that are often overlooked. Our experienced panelists will provide best practices in avoiding significant liabilities in transitioning ERISA-governed employee benefits.


ERISA counsel must be proficient in complying with the complicated federal and union rules governing various aspects of transitioning employee benefits. Our panel will guide counsel through a variety of benefit issues that can materially affect a transaction.

Among the important topics covered will be the treatment of single-employer defined-benefit pension plans. Such plans often carry significant unfunded termination liabilities that can impact the acquirer’s balance sheet and produce joint and several liabilities of the controlled group of the plan sponsor. Also, if plans are improperly terminated, employers can be exposed to substantial liability.

Employers will also be faced with liabilities stemming from subsidized health and life insurance benefits for retirees. Disputes over such retiree welfare benefits have resulted in significant litigation over the past two decades.

Listen as our authoritative panel guides you through the complicated rules governing the transition of ERISA-protected employee benefits. They will offer specific best practices to avoid significant liabilities associated with pension, retiree welfare benefit, defined contribution and international plans.



  1. Pension plan obligations
    1. Available alternatives to include assumption, plan mergers, plan termination and plan freezes
    2. Underfunded pension plan liability to include general discussion of joint and several/controlled group liability/Sun Capital
    3. Withdrawal liability
  2. Retiree welfare benefit obligations
    1. Funding considerations to include unfunded/VEBA, exclusive benefit if funded
    2. Ability to terminate retiree welfare benefits
  3. Defined contribution plans
    1. Plan assumption versus rollover
    2. Participant loans
  4. Other
    1. SERPs and other nonqualified defined benefit and defined contribution plans
    2. International plans


The panel will review these and other key issues:

  • What are the potential liabilities when transitioning employee benefit plans?
  • What are the best practices to avoid unanticipated liabilities?
  • How will the benefit plan liabilities affect the transaction?


Michael R. Bergmann
Michael R. Bergmann

Skadden Arps Slate Meagher & Flom

Mr. Bergmann counsels clients on employee benefits, ERISA and executive compensation matters. A significant portion of...  |  Read More

Ian L. Levin
Ian L. Levin

Schulte Roth & Zabel

Mr. Levin’s practice concentrates on executive compensation and employee benefits, with a focus on the employee...  |  Read More

Alessandra K. Murata
Alessandra K. Murata

Skadden Arps Slate Meagher & Flom

Ms. Murata’s practice focuses on advising public and private companies, boards, private equity clients, asset...  |  Read More

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