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Employee Benefits in Mergers and Acquisitions, 2024-2025 Edition

Employee Benefits in Mergers & Acquisitions, 2011-2012 Edition

Employee Benefits in Mergers and Acquisitions, 2024-2025 Edition

Author: Ilene Ferenczy
Publisher: Wolters Kluwer Legal & Regulatory U.S.
ISBN: 9781543882063
Published In: Subscription-type (Contents updated periodically)
Format: Loose-leaf , 650 pages
Jurisdiction: U.S. ? Disclaimer:
Countri(es) stated herein are used as reference only

HKD 16,740.00

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Author

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This comprehensive, easy-to-use book provides expansive coverage of employee benefits issues that arise as a result of mergers and acquisitions, including analysis of the required legal and tax compliance strategies to avoid costly litigation and the soundest business practices for administering benefits and compensation plans in a merger and acquisition setting. It is intended to guide benefits experts who have little experience with mergers and acquisitions and acquisitions specialists who have little background in benefits administration.

1. Introduction

Transactions and Benefits
Transactions and Human Resources
Approach
Some Terms of Art and Conventions
The Art and Confusion of Transactions
Due Diligence: Making Sure That What You See Is What You Get
Qualified Retirement Plans: Limiting Liability While Retaining Tax Benefits
ESOPs: Transactions Involving Plans with Employer Stock
Health and Welfare: Keeping These Plans as Healthy as the Employees
Executive Compensation: Handling Management in Transition
Employment Law and Labor Law: Transitioning Employees

2. Mergers and Acquisitions - An Overview

Structure of the Acquisition
Asset Acquisitions
Stock Acquisitions
Mergers
Spin-offs, Consolidations, and Recapitalizations
Corporate Law Considerations
Securities Law Considerations
Compliance with Hart-Scott-Rodino Antitrust Improvements Act of 1976
Compliance with Worker Adjustment and Retraining Notification Act

3. Due Diligence

Defining Due Diligence
Scope of Benefits Due Diligence
Representations, Warranties, and Indemnifications
Reviewing the Benefit Programs
Reporting Due Diligence Findings

4. Qualified Plans

What Is a Qualified Plan?
Purchasing a Company with a Qualified Plan
Selling a Company with a Qualified Plan
Correcting Qualification Failures
Other Qualified Plan Issues

5. Retirement Plan Coverage Issues

Coverage Requirements
How a Corporate Transaction Affects Coverage
Resolving a Coverage Problem During or at the End of the Transition Period
Qualified Separate Lines of Business
Interaction Between Coverage Rules and Participation Rules
Correcting Coverage Defects After Year-End

6. Defined Contribution Plans

Pensions Versus Nonpensions
General Defined Contribution Rules
Defined Contribution Pension Plans
Profit Sharing Plans
General-Tested and Cross-Tested or New Comparability Plans
Contributions for the Portion of the Year Before the Acquisition
401(k) Plans
Stock Bonus Plans
Eligible Individual Account Plans
Participant Direction of Investments and Fiduciary Liability

7. Defined Benefit Plans

What Is a Defined Benefit Plan?
ERISA Title IV and the PBGC
Funding Considerations in an Acquisition
Liability or Benefit on Assumption of Plan
PBGC Reportable Events in an Acquisition
Withdrawing from Participation in a Plan Covering Controlled Group Members
Plan Terminations
Unions and Multiemployer Plans
Cash Balance Plans

8. Employee Stock Ownership Plans

What Is an ESOP?
Qualifying Employer Securities
Comparison of ESOPs with Other Qualified Plans That Hold Employer Stock
KSOPs
How a Nonleveraged ESOP Works
How Leveraged ESOPs Work
Dividends
Selling Stock to an ESOP: Corporate Refinancing
S Corporation ESOPs
Acquisition of ESOP Securities by an Independent Buyer
What Happens to the Plan: Buyer's Options for the Plan on a Stock Acquisition
Asset Purchases from an ESOP
ESOPs in Publicly Traded Companies

9. Health and Welfare Issues

Types of Health and Welfare Plans
Insured Versus Noninsured or Self-Funded Plans
ERISA Coverage of Health and Welfare Plans
Health Issues in Acquisitions
Welfare Plan Issues in Acquisitions
Continuation of Health Benefits Under COBRA
Obligations to Employees Under HIPAA Portability Rules

10. Executive Compensation

Stock Option Plans
Nonstock Executive Compensation
Taxation of Deferred Compensation Under Code Section 409A
Golden Parachute Issues
Million-Dollar Cap on Executive Compensation
Employment Agreements
Changes to Executive Compensation Under the Sarbanes-Oxley Act

11. Employment Law

Stock and Asset Acquisitions in the Employment Law Context
Due Diligence with Respect to Employment Law
Discrimination Issues
Impact of Plant Closing Laws on Mergers and Acquisitions
Successorship Issues Related to Union Matters
Family and Medical Leave Act Issues
Wage and Hour Issues
ERISA Issues in Employee Communications
Miscellaneous Issues

Appendix A: Benefit Plans Preliminary Acquisition Due Diligence: Checklist of Items to Review

Appendix B: Acquisition Agreement: Sample Benefits Representations and Warranties

Appendix C: Nondiscrimination Checklist and Flowchart

Appendix D: Due Diligence Work Plan

Appendix E: Detailed Due Diligence Work Program

Appendix F: Sample Due Diligence Report

Appendix G: Sample Agreement of Plan Merger

Appendix H: Health and Welfare Benefits: Checklist for Mergers and Acquisitions Issues

Appendix I: Sample Termination Agreement

Appendix J: Sample WARN Notice

Appendix K: Defined Contribution Plan Abstract

Appendix L: Compliance with the Fair Labor Standards Act As Amended

Appendix M: Murder on the M&A Express: How Benefits Killed the Deal

Appendix N: PPACA Compliance Checklist for Group Health Plans

Appendix O: Sample Qualified Separate Lines of Business (QSLOB) Notice

Ilene Ferenczy

Ilene H. Ferenczy, Esq., CPC, APA, is the managing member of The Law Offices of Ilene H. Ferenczy, LLC, a boutique law firm in Atlanta, Georgia, that specializes in employee benefits, including qualified pension and profit sharing plans, executive compensation, and other benefits.

A member of the employee benefits community since 1977, Ms. Ferenczy holds the designations of Certified Pension Consultant from the American Society of Pension Professionals and Actuaries (ASPPA) and Accredited Pension Administrator from the National Institute of Pension Administrators (NIPA). Ms. Ferenczy practiced for many years as a third-party administrator of qualified plans before becoming an attorney. Her expertise includes the design and implementation of retirement plans, advising clients on retirement plan issues in relation to mergers and acquisitions, representing companies and plans under audit by the various governmental agencies and resolving errors in a cost-effective manner, and consulting with clients regarding a myriad of planning, taxation, and fiduciary liability issues.

Ms. Ferenczy is a nationally known speaker and has authored more than 60 articles on qualified plan topics for national journals, including the Journal of Taxation of Employee Benefits, the Journal of Mergers and Acquisitions, The ASPPA Journal, and the Journal of Pension Benefits. She is Co-Editor-in-Chief of the Journal of Pension Benefits. Ms. Ferenczy is also the author / compiler of three textbooks for ASPPA’s professional designation program and the co-author of Aspen Publisher’s Pension Termination Answer Book. The first female co-chair of ASPPA’s Government Affairs Committee, she helps oversee comment letters to the government organization and lobbying efforts to Congress and the Administration in relation to benefits maters. She is also a member of ASPPA’s Board of Directors and a trustee of the ASPPA Pension Education and Research Foundation, as well as the 2007 recipient of ASPPA’s Educator of the Year Award.

Ms. Ferenczy is a magna cum laude graduate of UCLA, with a B.A. in History. She received two J.D. degrees, both summa cum laude, from Georgia State University College of Law and Western State University College of Law. She is admitted to practice law in Georgia and California and is a member of the Tax Section of the American, the Los Angeles County, and the Atlanta Bar Associations.