Employee Benefits in Mergers & Acquisitions, 2011-2012 Edition

Employee Benefits in Mergers & Acquisitions, 2011-2012 Edition

by Ilene Ferenczy

Other Format


Product Details

ISBN-13: 9780735509771
Publisher: Wolters Kluwer Law & Business
Publication date: 09/30/2011
Pages: 650
Product dimensions: 9.80(w) x 10.60(h) x 3.10(d)

Table of Contents

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
• 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

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