• Significant income tax compensation issues
  • Code Section 280G: The Golden Parachute Rules
  • Special compensation deduction and deferred compensation rules:
    • Compensatory deduction issues
    • Code Section 409A: Earn-out and transaction-specific issues
• Common transactional benefit plan issues
  • Transaction document Issues:
    • Excluded assets/ liabilities versus assumed assets/liabilities
    • Representations and warranties in the transaction documents
    • Post-closing covenants
  • The seller’s plans:
    • Defined benefit plans
    • Obligations to contribute to one or more multi-employer pension plans
    • 401(k) plans
    • Special issues when a for-profit buyer acquires a not-for-profit or governmental seller
    •  Code Section 409A compliance of the seller’s non-qualified deferred compensation plans and arrangements
    •  Compliance with the benefit plan provisions of the ACA
  • Special issues:
    • COBRA continuation coverage for the seller’s M&A qualified beneficiaries
    • Special benefits issues in joint ventures that will not be part of the buyer’s controlled group of corporations
    • Providing prior service credit for the seller’s employees under the buyer’s plans
    • Church plan issues

For more information, visit the AHLA website.

Other Speaker:

Anthony P. DaSilva, KPMG