Employee Benefits and Executive Compensation in Mergers and Acquisitions Toolkit
Resources relating to employee benefits and executive compensation issues that arise in connection with mergers and acquisitions (M&A), including issues relating to Section 409A of the Internal Revenue Code (Code), the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), and qualified retirement plans.
Employee benefit and executive compensation issues can significantly impact the structure and purchase price of a corporate transaction. The purchaser's potential liability and the way in which benefit and compensation arrangements can be addressed in the transaction differ depending on whether the transaction is a stock transaction (for example, a stock sale, tender offer, or merger) or an asset sale. The impact of the transaction on employee benefit plans ( www.practicallaw.com/6-502-2678) also varies depending on whether the entity being acquired is the sponsor of the applicable plans or if another entity in the controlled group ( www.practicallaw.com/6-502-4658) sponsors the plans.
Employee benefit and executive compensation attorneys are typically involved in each aspect of a corporate transaction, including:
Performing due diligence on the target company's or target business's employee benefit and executive compensation plans and arrangements.
Negotiating and drafting:
the employee benefit and executive compensation provisions of the purchase agreement and related disclosure schedules ( www.practicallaw.com/6-382-3412) ; and
post-closing employee benefit and executive compensation plans, agreements, and other arrangements.
Drafting and reviewing:
any required disclosure documents (for example Form S-4 ( www.practicallaw.com/6-382-3493) );
any board or committee resolutions required to effectuate the intended treatment of benefit and compensation plans on the closing; and
employee communications regarding post-closing benefit and compensation terms.
This Employee Benefits and Executive Compensation in Mergers and Acquisitions Toolkit provides continuously maintained resources designed to help practitioners understand and address issues arising throughout the transaction process, from the due diligence phase through the implementing of post-closing arrangements.