BarbriSFCourseDetails
  • videocam Live Online with Live Q&A
  • calendar_month February 4, 2026 @ 1:00 p.m. ET./10:00 a.m. PT
  • signal_cellular_alt Intermediate
  • card_travel ERISA
  • schedule 90 minutes

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

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Discount expires 11/24/25

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Description

Pension funding obligations are not limited to the immediate employer and sponsor of a pension plan. Under ERISA, each member of a "controlled group" is jointly and severally liable for certain defined benefit pension plan liabilities, including withdrawal liability that arises when an employer ceases contributions to a multiemployer pension plan. A company's "controlled group" could also include private investment funds invested in the company.

In addition to controlled group liability, courts have imposed successor liability on a buyer in asset deals where the buyer had actual or even 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, but this analysis of successor liability could also become more prevalent in the single-employer plan context.

Controlled group and successor liability are a means of targeting deep pockets to satisfy benefit plan liabilities in the context of asset sales and private equity investments. Also, successor liability claims are not limited to traditional defined benefit and multiemployer plans, as similar claims may arise in the context of other types of ERISA plans.

Listen as the panel provides 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.

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

    Wednesday, February 4, 2026

  • schedule

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

I. Controlled group liability

A. Unfunded pension liability and PBGC claims

B. Multiemployer pension plan withdrawal liability

C. Identifying controlled group members

D. Analyzing potential liability of the controlled group

E. Private equity fund liability for plan liabilities of portfolio companies

II. Successor liability

A. Common law standards for successor liability

B. Expanded rules of successor liability under ERISA

C. Corporate spin-offs and pension liabilities

III. Transaction considerations

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