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  • videocam On-Demand
  • signal_cellular_alt Intermediate
  • card_travel ERISA
  • schedule 90 minutes

Controlled Group Liability and Successor Employer Rules: ERISA and IRC Provisions, Limiting Claims, Seller Liability

$347.00

This course is $0 with these passes:

CLE
ALL
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About the Course

Introduction

This CLE course will provide benefits counsel, advisers, and plan administrators guidance on the requirements and limitations of the controlled group liability and successor employer rules under ERISA, the IRC, and the case law, as well as methods to limit claims and reduce the risk of buyer liability.

Description

Pension funding obligations may not be limited to the immediate employer and sponsor of a pension plan. Third parties have pension liability as members of a controlled group or, in some circumstances, as a successor in an asset sale. Employers, investors, shareholders, and lenders must carefully analyze the controlled group liability and successor employer rules under ERISA, the IRC, and recent court decisions, as well as effectively implement strategies to minimize pension liability dangers.

ERISA provides that employees of a "trade or business" under the common control with another entity are treated as a single employer and have joint and several liability when the single-employer pension plan is terminated or an entity withdraws from a multiemployer pension plan.

In addition to controlled group liability, courts have imposed successor liability on a buyer in an asset deal where the buyer had actual or constructive notice of the pension plan liabilities before the sale and continues the seller's operations. The majority of those cases have involved actions by multiemployer pension plans to collect withdrawal liability from unrelated third parties. However, recent case law suggests that successor liability theory could also become more prevalent in the single-employer plan context.

Listen as our panel discusses the impact of recent cases, essential rules under ERISA and the IRC for controlled group and successor liability, and methods to limit claims and reduce liability risk.

Presented By

Taylor W. French
Partner
McGuire Woods LLP

Mr. French is leader of the firm’s employee benefits and executive compensation group. His 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. Mr. French regularly 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 also advises and represents executives, boards of directors and compensation committees in the negotiation and drafting of employment, severance, retirement, termination and change in control agreements. Mr. French also has extensive experience advising clients on the impact of Code Section 409A on executive compensation arrangements and has assisted clients utilize IRS programs to correct plan deficiencies or operation errors.

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Robert B. Wynne
Partner
McGuire Woods LLP

Mr. Wynne focuses his practice on all areas of executive compensation and employee benefits law. His practice includes equity and non-equity-based incentive arrangements; non-qualified deferred compensation; tax-qualified retirement, health and welfare plans; compensation and benefits issues in the M&A context; multiemployer pension plan withdrawal liability; and issues involving ERISA fiduciary responsibilities. Mr. Wynne regularly represents clients in interactions with the IRS, DOL and PBGC, and is experienced with the SEC’s executive compensation proxy disclosure rules. He serves as chair of the Board of Trustees of Jackson-Feild Behavioral Health Services, a psychiatric residential treatment facility for adolescents suffering from severe emotional trauma, mental illness and/or addiction.

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Credit Information

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


  • Live Online


    On Demand

Date + Time

  • event

    Tuesday, May 13, 2025

  • schedule

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

  1. The impact of significant cases regarding successor liability
  2. Controlled group liability: unfunded pension liability and PBGC claims, plan withdrawal liability, and more
  3. Successor liability under common law, ERISA, and the IRC
  4. Best practices in minimizing liability in buyer asset purchase deals

The panel will review these and other key issues:

  • Controlled group liability litigation claims by multiemployer plans and the PBGC, including claims against entities outside the U.S.
  • Determining what constitutes a "controlled group" and "trades or businesses"
  • Theories of successor liability and methods to limit risk to buyers in an asset sale