We handle private and public company and tax-exempt entity corporate transactions, working closely with our colleagues in other practice areas to negotiate and structure transactions efficiently. Our employee benefit attorneys have extensive knowledge and experience representing parties in all types of transactions, including mergers, acquisitions, dispositions, affiliations, membership substitutions, spin-offs and reorganizations.
We advise and counsel our clients through the entire transaction process, from performing a pre-sale audit to identify potential employee benefit and executive compensation plan issues, to post-closing matters related to the integration of a seller’s benefit plans into a buyer’s benefit structures.
One of the biggest concerns in buying a business is whether or not the buyer will be exposed to any of the seller’s liabilities. In our representation of buyers, our goal is to discover all potential liabilities during due diligence and take all action possible to eliminate or substantially reduce them. Our daily work with plan document and operational issues enables us to recognize funding and compliance failures and to determine the best alternatives for resolving those issues.
Our work includes identifying and resolving issues that arise in context of the deal, including golden parachutes; multi-employer plan withdrawal liability; assumption of, or transfers from, qualified defined benefit and defined contribution plans; equity and nonqualified deferred compensation issues; and plan terminations. In the private equity context, we advise on plan asset issues and assist private equity funds in complying with exceptions under the plan asset rules, such as the venture capital operating company exception. Where transactions involve international benefits, we coordinate with foreign counsel to identify and address issues.
We also help clients with employee benefit integration matters. We negotiate and draft provisions regarding employment, compensation and benefits to be provided to the acquired employees, including all supporting documents such as assumption of benefit plans, retention agreements, plan amendments and transition services agreements. We work closely with our clients to develop post-acquisition integration strategies, including plan freezes or mergers, early retirement incentive programs, replacement equity compensation and overall benefit plan harmonization.
Our employee benefits lawyers have extensive experience representing parties in all types of transactions. Our representative matters include:
- Represented a tax-exempt health care system with executive compensation and employee benefit issues arising in its affiliation with a leading health care provider in a transaction valued at approximately $1 billion.
- Represented a publicly-held employer with qualified plan, nonqualified plan, executive and equity compensation matters arising in connection with a corporate inversion cash and stock transaction valued at approximately $8.6 billion.
- Negotiated an ERISA Section 4062(e) settlement agreement with the Pension Benefit Guaranty Corporation on behalf of the sponsor of a defined benefit pension plan in a going-concern asset sale to a publicly traded health care system.
- Counsel a tax-exempt health care system with respect to defined benefit, profit sharing, simplified employee pension and SIMPLE IRA plan issues arising in physician practice acquisitions.