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 video webinar with Q&A
This CLE course 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
- 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
Lisa Rhein Carrasco
Partner
Smith, Gambrell & Russell
Ms. Carrasco is a Partner in the Executive Compensation and Employee Benefits Practice of Smith, Gambrell &... | Read More
Ms. Carrasco is a Partner in the Executive Compensation and Employee Benefits Practice of Smith, Gambrell & Russell, LLP. She practices in all major aspects of employee benefits, compensation and ERISA, including qualified and nonqualified plans, fiduciary issues, welfare benefit plans, and executive compensation. Ms. Carrasco also has experience with respect to employee benefit and executive compensation issues in connection with mergers and acquisitions, including post-closing integration of benefit plans. She was recognized for exceptional pro bono service in 2009 by the Supreme Court of Florida and the Young Lawyers Division of the Florida Bar, in conjunction with the Jacksonville Area Legal Aid, Inc.
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José M. Jara
Counsel
Fox Rothschild
Mr. Jara has over 20 years of ERISA and employee benefits experience, ranging from governmental compliance, fiduciary... | Read More
Mr. Jara has over 20 years of ERISA and employee benefits experience, ranging from governmental compliance, fiduciary liability insurance, to the application of ERISA’s fiduciary standards and prohibited transaction provisions. Mr. Jara has extensive experience resolving issues for corporate plan sponsors and multiemployer plans before the U.S. Department of Labor, where he was formerly a senior pension law specialist and investigator.
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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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