Our team draws from a deep bench of dedicated employee benefits and executive compensation practitioners, each of whom is experienced in counseling clients in mergers and acquisitions (M&A). We are uniquely positioned to provide comprehensive and cost-effective employee benefits-related transactional support. Working closely with BakerHostetler’s Business Group, we advise clients across a diverse range of sectors, including private equity funds and public and private businesses, in all stages of M&A transactions, large and small.
We take a practical, business-focused approach to employee benefits-related issues and opportunities that arise in M&A deals. While it is important for companies to understand the implications of benefits issues, we know that it is vital to suggest and implement practical solutions focused on our clients’ broader business goals. We do this by:
- Providing comprehensive due diligence support for buyers (e.g., completing a full review of benefits programs, identifying gaps or problems, suggesting practical and economical corrections) and for sellers (e.g., preparing disclosure schedules and responding to due diligence inquiries).
- Drafting and negotiating employee benefits-related provisions of purchase agreements that reflect up-to-date changes in the law and best practices.
- Working with all interested stakeholders to address the treatment of outstanding equity compensation in a tax-advantageous way.
- Identifying and solving problems to mitigate risks to both buyers and sellers and allocating costs on an efficient basis.
- Dealing with unique and complex COBRA and Affordable Care Act compliance issues that arise in the context of M&A.
- Navigating complex funding and termination liability rules relating to cash balances and pension plans and working through multi-employer pension plan funding and withdrawal liability issues.
- Reviewing potentially costly employee benefits, such as retiree medical coverage, and presenting alternatives for handling them.
- Developing and implementing pre- and post-closing employee benefits transition and integration strategies, including those relating to executive compensation.
- Assisting with employee benefits-related communications during and after a transaction.
- Dealing with workforce transition issues, including leasing arrangements and agreements.
- Working closely with BakerHostetler’s Employment Deal Team on due diligence and risk assessment on all matters related to employment, labor and immigration.