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Employee Benefits Law Group

Employee Benefits Law Group

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Employee Benefits Law Group
Home > What We Do > Mergers & Acquisitions

Mergers & Acquisitions

M&A attorneys and advisors come to us for guidance on protecting their clients – buyers and sellers – from millions of dollars of employee benefits plan risk. They need practical solutions that avoid costly post-closing surprises. We support successful closings by bringing specialized experience in benefits due diligence to the transaction process.

The stakes are often high and time is usually short. So we focus on real, big picture risks. We work with deal counsel to efficiently quantify benefit plan risks and offer practical solutions to correct issues we identify and minimize the risk. We don’t hang up the deal with hyper-technical nit-picking.

On this page, you will find concise answers to the question, “What can go possibly wrong?” The short videos touch upon each topic’s key points.


An Efficient Approach To Due Diligence

 

Our phased due diligence approach helps to put business owners and their counsel in control of the process.

  • LISTEN: Phased Due Diligence – How to Know How Much Review Is Enough
  • READ: An Efficient Approach To Due Diligence

Underfunded Or Unfunded Defined Benefit Retirement Plans

 

Employers with an underfunded defined benefit plan face a steep hill to climb. Catching up on contributions may be out of reach. Plan termination may be unaffordable or may not satisfy the Pension Benefit Guaranty Corporation conditions for termination. Sellers and buyers need to understand how the underfunded plan may affect deal pricing and other terms.


COBRA Coverage

 

“Who has to provide COBRA coverage?” is a question we often hear from transaction lawyers and their clients.

  • READ: Don’t Pick Up COBRA As Part Of Your Next Deal

The Affordable Care Act

 

There’s a mistaken notion that the ACA no longer applies.

  • LISTEN: The Affordable Care Act Is Still Out There And It Matters In M&A

Withdrawal Liability And Union Pension Plans

 

Withdrawal liability is a critical area of focus if the seller contributes to a union pension plan.

  • READ: Withdrawal Liability: Heavenly Hana LLC v. Hotel Union & Hotel Industry of Hawaii Pension Plan

Plan Eligibility Mistakes

 

Plan eligibility mistakes are high on the IRS’s Voluntary Correction Program greatest hits list.

  • LISTEN: Plan Eligibility Errors: Most Often Found During M&A Transactions

Imprudent Or Illiquid Retirement Plan Investments

 

Imprudent or illiquid plan investments can be difficult to value and can cause delays in plan termination.


Adverse Claims Experience In Self-Funded Health Plans 

 

An estimated 100 million American workers and their dependents are covered by a partially or fully self-insured company health plan. These plans are more common in larger companies but about 13% of employees covered under a self-insured plan work for companies with fewer than 200 employees. Because the employer bears the risk of unexpected healthcare costs, due diligence of a self-funded health plan is critical.


Late Contributions To Retirement Plans and Miscalculated Matching Contributions

 

Late plan contributions can lead to an excise tax on the seller or on the buyer in a stock sale where the buyer takes on the seller’s plan. We can surface this issue if it exists and give the parties cost-effective options for resolving the problem.


Noncompliant 409A Deferred Compensation Plans

 

Most of the due diligence process centers on company-wide retirement plans such as the 401(k) and the healthcare plans. But nonqualified deferred compensation plans with 409A problems can have drastic tax consequences for executing, prompting some to take legal action against their employer. 


Missing, Inapplicable Or Incorrect ERISA Reps And Warranties In The Purchase Agreement 

 

“Copy and paste” ERISA reps and warranties are not okay. Your client deserves to have ERISA counsel review the purchase agreement in the context of their particular transaction. 


Mergers and Acquisitions Team

  • Wendy Gilligan
  • Jim Paul
  • Ken Ruthenberg

Let’s Start a Conversation

Have questions about your current benefit plan? Want to know what your benefit plan options are? Whatever your need, we’re here to help. Fill out a hassle-free request form, and one of our team members will follow up to get you on the path to success.

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Our experienced team guides you in all aspects of ESOPs, M&A due diligence, retirement plans, equity / compensation, and health and welfare benefits.
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