Services

 

 

Mergers and Acquisitions

 

Many times retirement plans are forgotten in a merger and acquisition (M&A) situation and in particular the seller’s plan can have some potential liability associated with it. We are able to help by performing some reviews, asking and answering some very important questions and dotting some I’s and crossing some T’s that may be in the representations & warrants but that aren’t always addressed.

 

Examples with regard to the seller’s plan:

 

  • Has the plan been operated in compliance with the plan document and all current laws?
  • If not, and if this is a stock acquisition, should the plan be terminated before the date of acquisition so the buyer does not bear the liability for the plan?
  • If yes, and the plan is being merged into the buyer’s plan, are there any protected benefits which must be maintained in the new plan?
  • If a defined benefit plan, what is the funding status?

Examples with regard to the buyer’s plan:

 

  • Will there be a special entry date to bring the newly acquired employees into the buyer’s plan?
  • If the plans are being merged, has proper documentation been completed to effect the merger?
  • Will the assets be “mapped” over from the seller’s plan into the buyer’s plan or will new enrollments take place?

With regard to both plans:

 

  • If required, we will prepare a timeline for the Merger & Acquisition and required employee notification in the form of a Sarbanes-Oxley notice.
  • What are the various cultures and how best to make plan changes that accomplish the goals of both buyer and seller?

 

We have expertise in all types of transactions ranging from small entrepreneurial firms, private equity funds, professionally managed acquirers and publically traded companies.

 

We are often engaged prior to the closing of a transaction to do pre due-diligence, thus managing the risk for both the buyer and seller.

 

Please let us know early when you are considering a sale or acquisition so we can work with you and your ERISA counsel and other advisors to help make as smooth a transition as possible.