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
A live 90-minute CLE webinar with interactive Q&A
Tuesday, May 2, 2017 (in 8 days)
1:00pm-2:30pm EDT, 10:00am-11:30am PDT
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.
The PBGC and multi-employer pension plans are increasingly seeking solvent entities to satisfy distressed pension claims. A significant amount of litigation by multi-employer plans and the PBGC seek to impose controlled group liability on affiliated companies.
The Ninth Circuit in Resilient Floor Covering Pension Trust Fund Board of Trustees v. Michael’s Floor Covering and the Seventh Circuit in Tsareff v. Manweb Services held that an asset purchaser could be liable as a “successor” for the withdrawal liability of the seller of assets. In Dec. 2016, a district court rejected the PBGC’s attempts to expand the types of entities liable for termination liabilities. While the ruling was favorable to employers, the agency is clearly willing to advance new theories of liability to expand liability.
Successor liability and alter ego are similar means of targeting deep pockets to satisfy benefit plan liabilities in the context of M&A asset sales. In such cases, purchasers can find themselves liable for sellers’ withdrawal liability and delinquent contributions to their multi-employer pension and welfare plans.
In addition, successor liability cases are not just limited to traditional defined benefit and multiemployer plans, as similar claims may arise in the context of unfunded executive retirement plans and retiree medical arrangements.
Listen as our experienced panel of ERISA attorneys guides you through the controlled group and successor liability rules for affiliate entity liability for unfunded or underfunded benefit plans.
- 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
- 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
- Successor liability beyond Qualified Plans
- Transaction Considerations – how to diligence and structure the deal
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?
- 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, Senior Counsel
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.
Taylor Wedge French, Partner
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 advises and negotiates executive compensation and employee benefits matters relating to private equity, M&As, and other corporate transactions.
Live Webinar $297.00
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This webinar is eligible for at least 1.5 general CLE credits.
CLE credits are not available for PR.
*In KS, OH, PA, for more than 1 attendee on the connection you must contact Strafford CLE via email or call 1-800-926-7926 ext. 35 prior to the program for special instructions.
CLE On-Demand - Streaming Video
Includes recorded streaming video of full program plus PDF handouts.
On-demand is the only recorded format recognized for CLE credits in DE, IN, KS, LA, MS, NC, OH, OK, SC, TN, VA, WI.
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*Only available for attorneys admitted for more than two years. For OH CLE credits, only programs recorded within the current calendar year are eligible - contact the CLE department for verification.
**NH attendees must self-determine if a program is eligible for credit and self-report their attendance.
CLE On-Demand Video $297.00
Available 48 hours after the live event
Includes full event recording plus handouts (available after live webinar).
Strafford is an approved provider and self-study CLE credit is available in most states.
AK, AZ, CA, CO, CT, FL, GA, HI, IA, ID, IL, KY, ME, MN, MO, MT, ND, NJ, NM, NY, OR, PA, TN, TX, UT, VT, WA, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)
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Recorded Webinar Download $297.00
Available 48 hours after the live event
Recorded Audio Download (MP3) $297.00
Available 24 hours after the live event
DVD (Slide Presentation with Audio) $297.00
plus $9.45 S&H
Available ten business days after the live event
Registration Plus Recorded Event
Live Webinar & Webinar Download $394.00
Recorded Webinar Download Only $97.00 with Registration/Webinar Combo
Live Webinar & Audio Download $394.00
Recorded Audio Download (MP3) Only $97.00 with Registration/MP3 Combo
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DVD (Slide Presentation with Audio) Only $97.00 with Registration/DVD Combo
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CLE Credits By State
The program covered topics that are of significant concern to many of my clients and I enjoyed the good discussion of the case law supporting the various points made.
King & Ballow
The seminar was understandable, fluid and thorough for the topics covered.
Susan L. Dolin, Esq.
Susan L. Dolin
The webinar provided a good summary of the successor and alter ego liability cases.
The discussion of private equity fund issues and extraterritorial application of alter ego and controlled group liability was particularly helpful.
Strafford's on-line session was easy to attend and the topic was timely.
Employment & ERISA Advisory Board
Schulte Roth & Zabel
Holland & Hart
Goulston & Storrs
Shook Hardy & Bacon
Bracewell & Giuliani
Gibson Dunn & Crutcher
Epstein Becker & Green
Freeman Freeman Smiley
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