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Controlled Group Liability and Successor Employer Rules: ERISA and IRC Provisions, Limiting Claims, Seller Liability

Recording of a 90-minute premium CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Tuesday, April 30, 2024

Recorded event now available

or call 1-800-926-7926

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.

Description

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.

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Outline

  1. The impact of significant cases regarding successor liability
  2. Controlled group liability: unfunded pension liability and PBGC claims, plan withdrawal liability, and more
  3. Successor liability under common law, ERISA, and the IRC
  4. Best practices in minimizing liability in buyer asset purchase deals

Benefits

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

Faculty

French, Taylor
Taylor Wedge French
Partner
McGuireWoods

Mr. French's employee benefits practice covers a wide-range of traditional executive compensation and employee...  |  Read More

Wynne, Robert
Robert B. Wynne
Partner
McGuireWoods

Mr. Wynne practices in the firm's tax and employee benefits department, where he advises public and private...  |  Read More

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