Controlled Group Liability and Successor Employer Rules: ERISA and IRC Provisions, Limiting Claims, Seller Liability
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
ERISA
- event Date
Tuesday, May 13, 2025
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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.
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 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 has extensive experience in the creation and maintenance of all manner of tax-qualified retirement plans and advises and negotiates executive compensation and employee benefits matters relating to private equity, mergers and acquisitions, and other corporate transactions.
Mr. Wynne practices in the firm's tax and employee benefits department, where he advises public and private clients with respect to the design and administration of retirement and welfare plans, compensation arrangements, and compliance requirements. He is a published author on employee benefits issues.
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.
- The impact of significant cases regarding successor liability
- Controlled group liability: unfunded pension liability and PBGC claims, plan withdrawal liability, and more
- Successor liability under common law, ERISA, and the IRC
- 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
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