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 premium 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 jointly and severally liable for unpaid or underfunded pension liabilities of another entity.
Outline
- Controlled group liability
- Unfunded pension liability and PBGC claims
- Multiemployer pension plan withdrawal liability
- Identifying controlled group members
- Analyzing potential liability of the controlled group
- Private equity fund liability for plan liabilities of portfolio companies
- Successor liability
- Common law standards for successor liability
- Expanded rules of successor liability under ERISA
- Corporate spin-offs and pension liabilities
- Transaction considerations
Benefits
The panel will review these and other key issues:
- Controlled group liability sought by multiemployer plans and the PBGC
- Revisiting Sun Capital, and determining what constitutes a "controlled group" and "trades or businesses"
- Expanded standards of successor liability and methods to limit them
- Steps buyers in asset purchase deals can take to minimize successor liability for the seller's plan liabilities
Faculty

Justin S. Alex
Senior Counsel
Proskauer Rose
Mr. Alex is a member of the firm's Employee Benefits & Executive Compensation Group. He advises private and... | Read More
Mr. Alex is a member of the firm's Employee Benefits & Executive Compensation Group. He advises private and public companies on all aspects of their employee benefits and executive compensation arrangements and plans, including the treatment of such arrangements and plans in corporate financings and transactions. In addition, he spends a significant portion of his time advising employers and financial sponsors with respect to underfunded single-employer and multiemployer pension plans. Previously, he was a lawyer in the Office of Chief Counsel at the Pension Benefit Guaranty Corporation, where he gained significant experience with pension termination and underfunding issues. He also represented the PBGC in corporate bankruptcies and federal court litigation.
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Eric R. Keller
Partner
Paul Hastings
Mr. Keller represents clients in all aspects of executive compensation and employee benefits law. In this regard, he... | Read More
Mr. Keller represents clients in all aspects of executive compensation and employee benefits law. In this regard, he advises clients regarding tax, labor (including ERISA), financial accounting, securities, and litigation issues. He designs and prepares plan documents and participant communications, negotiates service-provider contracts, and assists clients in developing and operating efficient and prudent plan administration practices. He often advises clients on employment and employee benefits matters in connection with business transactions by conducting due diligence, negotiating and preparing contract provisions, addressing transitional issues, and developing strategies to minimize financial expense and taxation.
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