ERISA Successor and Affiliate Liability in Asset Sales and Distressed Benefit Plans
Mitigating Controlled Group and Successor Liability for Affiliated Companies, M&As, and Corporate Reorganizations
Recording of a 90-minute CLE webinar with Q&A
This CLE webinar will provide ERISA counsel with a review of controlled group and successor liability theories by which an entity can be held liable for unpaid or underfunded pension liabilities of another entity. The panel will discuss case law and regulatory developments and offer best practices to avoid affiliate or successor liability.
- Controlled group liability
- Unfunded pension liability and PBGC claims
- Multi-employer pension plan withdrawal liability
- Identifying controlled group members
- Defending liability assessments against alleged controlled group members
- Analyzing potential liability of controlled group
- Private equity fund liability for plan liabilities of portfolio companies: Sun Capital Partners (1st Cir. 2013)
- Successor liability
- Common law standards for successor liability
- Expanded standards of successor liability under ERISA
- Corporate spin-offs and pension liabilities
- Alter ego liability
- Evade or avoid liability
- Liability of foreign parents for pension liabilities of U.S. subsidiaries: PBGC v. Asahi Tec Corp.
The panel will review these and other key issues:
- How has controlled group liability been sought by multi-employer plans and the PBGC in the current economic climate?
- How does the First Circuit’s Sun Capital Partners ruling regarding controlled group liability for private equity funds and their portfolio companies impact the structuring of private equity deals?
- How do the Ninth Circuit's decision in Resilient Floor Covering Pension Trust Fund and the Seventh Circuit's decision in Tsareff impact asset purchase agreements?
- What steps can buyers in asset purchase deals take to minimize successor liability for the seller’s plan liabilities?
- What are some options for avoiding or minimizing withdrawal liability in corporate transactions?
Robert M. Cipolla
Mr. Cipolla assists a wide variety of clients including public, private, tax-exempt and governmental entities on... | Read More
Mr. Cipolla assists a wide variety of clients including public, private, tax-exempt and governmental entities on qualified retirement plans, health and welfare plans, executive compensation, and other related benefit matters. He regularly provides advice on the employee benefit aspects of M&As and helps clients assimilate those plans and workforces following such transactions. Mr. Cipolla regularly speaks at employee benefit programs, presentations and conferences.Close
Taylor Wedge French
Mr. French's employee benefits practice covers a wide-range of traditional executive compensation and employee... | Read More
Mr. French's employee benefits practice covers a wide-range of traditional executive compensation and employee benefits matters along with a variety of inter-disciplinary practice areas and industries that are affected by executive compensation and employee benefits laws. He works with clients to design, implement and maintain equity compensation plans, long-term incentive plans, bonus programs and non-qualified deferred compensation arrangements for executives, employees and non-employee directors. He has extensive experience in the creation and maintenance of all manner of tax-qualified retirement plans and advises and negotiates executive compensation and employee benefits matters relating to private equity, mergers and acquisitions, and other corporate transactions.Close