BarbriSFCourseDetails
  1. keyboard_arrow_leftBack

Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    ERISA

Date & Time
  • event Date

    Wednesday, February 9, 2022

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE course will provide M&A and in-house counsel with a review of controlled group rules and successor liability theories. An entity can be held jointly and severally liable for the unpaid or underfunded pension liabilities of another entity.

Faculty

Heather M. Mehta
Officer
Greensfelder Hemker & Gale PC

Ms. Mehta’s experience in both employee benefits litigation and compliance counseling gives her a broad perspective on the issues all types of employers face when administering benefit plans. She works with clients large and small, as well as tax-exempt organizations such as religiously affiliated hospitals

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Michael G. McNally
Partner
Fox Rothschild LLP

Mr. McNally works with clients in all aspects of benefits and labor law, with a focus on collectively bargained benefit plans. He counsels clients on day-to-day employee benefits issues, and navigating the interplay between collective bargaining and benefit plan obligations. Mr. McNally assists clients on issues involved in the participation in, and withdrawal from, multiemployer defined benefit pension funds, devising and implementing strategies for reducing exposure and litigating withdrawal liability disputes.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Katherine B. Kohn
Partner
Thompson Hine

Ms. Kohn is a partner in the firm’s Employee Benefits & Executive Compensation group. She counsels small businesses, Fortune 500 companies, nonprofits, individual owners, boards of directors, unsecured creditors’ committees and plan sponsors on qualified and nonqualified retirement plans, multiemployer (union) plans and health plans with a specific focus on bankruptcies, mergers and acquisitions and corporate planning. Ms. Kohn assists her clients in finding practical and valuable solutions regarding plan mergers and spinoffs, plan de-risking transactions, plan terminations, plan corrections, overfunded plans and corporate transactions and reorganizations involving retirement and health plans. She also counsels her clients on matters related to multiemployer plan issues, including withdrawal liability and benefits litigation. Ms. Kohn advises private funds and benefit plan investors on ERISA compliance issues, particularly with regard to disclosure, plan investment issues and negotiations.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio

Description

Pension liabilities are not just an obligation of the company that sponsors or contributes to a plan; certain liabilities are also the responsibility of the employer’s “controlled group,” which comprises trades or businesses under common control with the employer. For this reason, it is important that practitioners, including M&A and in-house counsel, understand the controlled group rules. It is critical to raise potential controlled group issues early on in a deal making process.

In addition to the controlled group, multiemployer pension plans and PBGC may also look to unrelated entities who purchase the assets of employers under the theory of “successor liability”. Because some courts have applied successor liability in certain circumstances, the normal rule that an asset purchaser is not responsible for the debts of the seller does not necessarily apply.

Listen as our experienced panel of ERISA attorneys guides you through the controlled group and successor liability rules.

Outline

  1. Controlled group liability
    1. Unfunded pension liability and PBGC claims
    2. Multiemployer pension plan withdrawal liability
    3. Identifying controlled group members
    4. Analyzing potential liability of a controlled group
    5. Private equity fund liability for plan liabilities of portfolio companies
  2. Successor liability
    1. Common law standards for successor liability
    2. Expanded standards of successor liability under ERISA
    3. Corporate spin-offs and pension liabilities
  3. Transaction considerations

Benefits

The panel will review these and other key issues:

  • Controlled group rules that may apply when you least expect it
  • Significant cases addressing what constitutes a "trade or business" that may be part of a controlled group
  • Factors courts consider when determining whether to impose successor liability on an asset purchaser
  • Ways to mitigate risk of controlled group liability and successor liability