Qualified Plans — Treatment in Mergers, Acquisitions and Other Corporate Transactions (Portfolio 364)


John E. McGrady III


Buchanan Ingersoll & Rooney PC

At a glance

I. Introduction
II. Overview of Issues
III. Plan Termination
IV. Separate Lines of Business
V. Purpose and Effect of §414(l)
VI. Same Desk Rule
VII. Anti-Cutback Rules
VIII. Employee Stock Ownership Plans in Corporate Transactions
IX. Correcting Plan Defects Discovered During Due Diligence
X. Administrative Government Intervention
XI. Sarbanes-Oxley Act of 2002 — Application to ERISA Pension Plans
XII. Welfare Plan Considerations
XIII. Worker Adjustment and Retraining Notification Act
XIV. Due Diligence Issues


Bloomberg Tax Portfolio, Qualified Retirement Plans — Mergers, Acquisitions, and Other Corporate Transactions, No. 364, addresses the impact of certain corporate transactions on tax-qualified retirement benefit plans (“Qualified Retirement Plans”). Corporate transactions can take a variety of forms, including, among others, stock sales, assets sales, mergers, spinoffs, reorganizations, and bankruptcies. This Portfolio focuses primarily on the tax qualification and ERISA considerations applicable to Qualified Retirement Plans affected by corporate transactions as well as the manner in which the form of the transaction (e.g., stock sale v. asset sale) can affect the parties’ employee benefit obligations. This Portfolio also focuses on the potential hidden employee benefit liabilities that the parties must be aware of in any corporate transaction.

The Worksheets included herein are intended to complement the main discussion of this Portfolio by incorporating relevant supplemental materials, including sample representations, warranties and covenants, due diligence checklists and other related guidance for Qualified Retirement Plans, welfare benefit plans and other employee benefit plans and programs.

This Portfolio may be cited as McGrady, 364-2nd T.M., Qualified Retirement Plans — Mergers, Acquisitions, and Other Corporate Transactions.

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