M&A Transactions: Employee Benefits Traps for the Unwary

Level: Intermediate
Runtime: 94 minutes
Recorded Date: October 13, 2020
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        • Initial Considerations
        • Terms of the Deal
                - Purchase Price
                - Liabilities
                - Assumptions
                - Stock Sale / Asset Sale
        • Controlled Group Rules
                - Liabilities
                - Pitfalls
        • PBGC Reporting Requirements        
                - Avoiding Delinquencies
                - Early Warning Program
        • Document & Information Requests
        • Most Common Issues
        • Welfare Plan Issues

Runtime: 1 hour, 34 minutes
Recorded: October 13, 2020


All too often, employee benefits issues are treated as an afterthought in the context of a major M&A deal. But paying too little attention, too late, to these issues can destroy a deal or lead to significant liabilities both at closing and down the road.

This seminar will take you on a tour of a wide variety of employee benefits topics, including pension and 401k plan due diligence issues, notice and disclosure requirements, PBGC Early Warning Program negotiations, plan design issues, and allocation of responsibilities for COBRA health coverage. Find out about the strategies to follow and the pitfalls to avoid when these issues arise in the M&A context.

The discussion will be enhanced by insights from in-house counsel for a Fortune 100 company regarding what corporate counsel expects from their outside counsel in the M&A context, and from a leading pension actuary who served for many years as Mercer’s Chief Actuary-Retirement and advises on key actuarial issues to focus on in M&A transactions, including measuring and adjusting for liabilities and uncovering hidden liabilities.

This program was recorded on October 13th, 2020.

Provided By

American Bar Association


Harold J. Ashner

Keightley & Ashner, LLP

Harold J. Ashner advises and represents clients on a wide variety of employee benefits matters, with an emphasis on PBGC issues.

Harold served as Assistant General Counsel for Legislation and Regulations at PBGC, where he drafted or supervised virtually all regulations and policies issued by the PBGC from 1988 until he left to form Keightley & Ashner LLP in early 2005.

He is the author of several publications on PBGC and related matters, and is a frequent speaker on such matters at professional conferences sponsored by the American Bar Association, the American Society of Pension Professionals & Actuaries, the Conference of Consulting Actuaries, and other organizations. Harold was elected in 2001 as a Fellow of the American College of Employee Benefits Counsel and has served as a member of its Board of Governors.

In 2002, Harold was appointed as a Senior Fellow of the Council for Excellence in Government. He has a B.A. from the State University of New York at Albany and a J.D. from the State University of New York at Buffalo Law School, and is a member of the bars of the District of Columbia and of New York. He is also a member of the Advisory Board of the Center for Tax Law and Employee Benefits of the John Marshall Law School, the American Bar Association (Administrative Law, Business Law, Labor and Employment Law, Real Property, Trust and Estate Law, and Taxation Sections); the Administrative Law and Agency Practice, Labor and Employment Law, and Taxation Sections of the D.C. Bar; American Society of Pension Professionals & Actuaries; and PBGC Alumni Association.

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