ERISA Retirement Plan Successor Liability: Due Diligence Strategies for Stock Sales, Mergers and Other Asset Sales

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

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Conducted on Tuesday, December 8, 2015

Recorded event now available

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Course Materials

This CLE course will arm ERISA counsel with techniques necessary to avoid retirement plan successor liability in M&A deals. Our experienced panelists will discuss due diligence strategies for uncovering benefit plan liabilities in stock sales, mergers and asset sales.


In M&A deals, a seller’s retirement plan can create unintended liability for a buyer. Thus, the parties to the deal must take care in performing due diligence and addressing issues early in the process.

In stock sales and mergers, typically the buyer assumes the liabilities of the seller. ERISA counsel must advise the buyer in the transaction whether to operate the seller’s plan as a stand-alone plan, merge the plan with its own, terminate the plan or leave it with the seller.

A recent Seventh Circuit ruling brought the successor liability issue to the forefront. Sullivan v. Running Waters Irrig. sends buyers a strong message to thoroughly investigate the seller’s retirement plan. The Seventh Circuit ruled that a subsequent purchaser of an employer’s business is liable for the predecessor employer’s delinquent pension fund contributions.

Listen as our authoritative panel outlines best practices for structuring M&A due diligence and contracts to avoid or mitigate unanticipated retirement plan liabilities. The panelists will discuss other aspects of acquisition deals involving retirement plans that can also defeat a stock and asset sale.



  1. Due diligence investigation
  2. Considerations in stock sales and mergers
  3. Considerations in asset sales


The panel will review these and other key issues:

  • What documents and data should the acquirer request from the seller when investigating a company’s retirement plan?
  • What special considerations must be made in a stock sale to avoid retirement plan successor liability?
  • What special considerations must be made in asset sales to avoid retirement plan successor liability?
  • What protective options are available to the buyer with respect to the seller’s retirement plan? How should the buyer decide which option is best?


Cipolla, Robert
Robert M. Cipolla

Senior Counsel

Mr. Cipolla assists a wide variety of clients including public, private, tax-exempt and governmental entities on...  |  Read More

French, Taylor
Taylor Wedge French


Mr. French's employee benefits practice covers a wide-range of traditional executive compensation and employee...  |  Read More

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