Skip Page Banner  
Skip Navigation

M&A Briefing: Material Risks from ERISA and Executive Comp Plans


Product Code - LGN05
Speaker(s): Mark Poerio, Paul Hastings LLP (Moderator); Christopher D. Sheaffer, Paul Hastings LLP; Damian A. Myers, Paul Hastings LLP; Henry Charles Eickelberg, General Dynamics Corporation
Add To Cart
This program will provide (i) practical advice covering the basic merger, acquisition, and lending issues relating to ERISA and executive compensation and (ii) a briefing about recent litigation and business developments.

Educational Objectives:

• Insights into 2011 ERISA litigation developments that affect the structuring of M&A transactions.

• An overview of ERISA’s main M&A rules, with special focus on private equity issues.

• A primer on the golden parachute rules of section 280G of the Internal Revenue Code and the M&A provisions of I.R.C. § 409A’s deferred compensation rules.

• Discussion of the most material pre-closing and post-closing benefit plan issues, including the handling of out-of-the-money stock awards and severance issues.

• Say-on-Parachute rules and compliance issues for public companies.

• Fiduciary issues for directors and officers relating to executive compensation and employee benefits.

Who would benefit most from attending?

Because the webinar will cover both the basics and the nuances of ERISA (plus executive comp) and business transactions, attendance should benefit anyone who serves as legal counsel or in an HR or benefit plan role with any company that could be the buyer, target, lender, or borrower in a merger or other business transaction.

Program Level:  Intermediate

Mark Poerio, Paul Hastings LLP (Moderator); Christopher D. Sheaffer, Paul Hastings LLP; Damian A. Myers, Paul Hastings LLP; Henry Charles Eickelberg, General Dynamics Corporation

Mark Poerio / Paul Hastings LLP (Moderator)
Mark Poerio is a partner in the Employment Law Department in the Washington D.C. office of Paul Hastings LLP and is a member of the American College of Employee Benefit Counsel. For 25 years, Mr. Poerio has been in private practice with a focus on executive compensation and employee benefit matters, especially from a business, governance, tax, and securities perspective. He works regularly and globally with every Paul Hastings office, and has significant pro bono representations relating to not-for-profit governance, executive compensation, and tax matters. Mr. Poerio is also an adjunct professor with the Georgetown Law School. He earned a J.D. from Cornell Law School and a B.A. from the University of Virginia.

Christopher D. Sheaffer / Paul Hastings LLP
Christopher Sheaffer is of counsel in the corporate practice at Paul Hastings in the Chicago office. His practice is focused on representing private equity firms in leveraged buyouts, minority investments, add-on acquisitions, divestitures and recapitalizations. In addition, he provides general corporate counseling to their portfolio companies from initial investment through liquidity event, advising on executive compensation, equity incentive plans, corporate governance and other general transactional matters. He also regularly represents public companies, closely held businesses, entrepreneurs and senior management teams in connection with mergers and acquisitions and financing transactions.

Mr. Sheaffer earned a J.D. from Northwestern University School of Law and a B.S. from the University of Notre Dame.

Damian A. Myers / Paul Hastings LLP
Damian Myers is an associate in the Washington, D.C. office of Paul Hastings, where he focuses his practice in all aspects of employee benefits and executive compensation law. Mr. Myers advises clients with regard to tax-qualified retirement plans, health and welfare benefit plans, non-qualified deferred compensation plans, and equity-based compensation programs. A large portion of Mr. Myers' practice involves assisting private and public companies with a broad array of employee benefits-related matters in the context of mergers and acquisitions, such as the assessment and allocation of benefits-related liabilities, post-closing benefit structure, and securities law compliance issues related to executive compensation.

Mr. Myers earned an LL.M. in Taxation, with distinction, from Georgetown University Law Center, a J.D. from the University of Georgia School of Law, and a B.S. from the University of Georgia.

Henry Charles Eickelberg / General Dynamics Corporation
Henry Eickelberg is currently General Dynamics Corporation's Vice President for Human Resources & Shared Services. At General Dynamics, he is responsible the corporation’s shared services center that performs a variety of payroll, payroll tax, travel expense reimbursements, and accounting functions. Mr. Eickelberg is also responsible for the design, administration and compliance of General Dynamics' numerous defined benefit pension plans, 401(k) plans, and health and welfare programs. In addition, Mr. Eickelberg has oversight of the company’s occupational health and work-safety programs. In the area of mergers and acquisitions, Mr. Eickelberg has been directly responsible for the negotiating the benefits and administrative aspects of over 50 major acquisitions and divestitures that General Dynamics has conducted during Mr. Eickelberg’s tenure.

Mr. Eickelberg is a frequent writer and speaker on a variety of human resources-related issues. He is an adjunct professor of law in the LL.M. program at the Georgetown University Law Center, where he teaches classes graduate level classes on a various employee benefit topics, including mergers & acquisitions and litigation.

Mr. Eickelberg is a fellow in the American College of Employee Benefits Council. He is a member of the American Benefits Counsel (ABC) and also serves on the Board of Directors of the ERISA Industry Committee (ERIC). He has chaired the American Benefits Council's Legal Affairs committee and is currently on the executive committee for the American Benefits Council. Both ABC and ERIC are dedicated to a secure and financially sound retirement system. Mr. Eickelberg is a member of the Board of Directors of Deallawyers.com, which is a website dedicated to the lawyers in corporate mergers & acquisitions.

Mr. Eickelberg has testified before the United States Senate Finance Committee and the House Ways and Means Committee on Select Revenue Matters concerning pension security and funding. His testimony was given on behalf of the U.S. Chamber of Commerce, Financial Executives Institute, the Business Roundtable, the American Benefits Council, the ERISA Industry Committee and other related organizations.

Prior to joining General Dynamics, Mr. Eickelberg was an ERISA partner at Jenner & Block in Chicago, Illinois. Mr. Eickelberg also spent nine years as a benefits consultant with William M. Mercer, Inc., a world-wide benefits consultancy. Mr. Eickelberg is licensed to practice law in the State of Illinois and the District of Columbia.

Mr. Eickelberg earned an LL.M. and a J.D. with distinction from the John Marshall Law School, a B.S.C. in Accounting & Personnel Management from DePaul University, and became a Certified Public Accountant in the State of Illinois in 1980.

This program is CLE-credit eligible.

If you have further questions regarding a specific state or how to file for CLE credit, please contact Bloomberg BNA customer service at 800-372-1033 and ask to speak to the Legal and Business CLE Accreditation Coordinator.

Hardship Policy
Bloomberg BNA offers a hardship policy for any attorney earning less than $30,000 per year. If an attorney wishes to take advantage of this option, he or she must do so in writing and also provide proof of hardship. If approval is granted, a discount of 50% off the full registration price of the program will be awarded.

Questions
For more information about Mandatory or Minimum Continuing Legal Education (MCLE) requirements, visit the American Bar Association website at http://www.abanet.org/cle/mandatory.html.

• Bloomberg BNA Subscriber - OnDemand format $199

• Non-Subscriber - OnDemand format $249

• CD recording of program $199 (Subscriber and Non-Subscriber)

 

Registration for Legal & Business programs is simple. You may either visit the registration page to register -or- call 1-800-372-1033, Option 6, and refer to the date and title of the program. Lines are open Monday through Friday from 8:00 a.m. to 8:00 p.m. ET.