SERIES: Strategic Approaches to Human Resources Issues in Corporate Transactions: Health and Welfare Plan Liabilities and Landmines (Including CBA Implications) in Corporate Transactions

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This program is Part 3 of 5 of our Bloomberg BNA series, “Strategic Approaches to Human Resources Issues in Corporate Transactions.”  This five-part series will focus on strategies for handling many of the issues facing human resources functions with respect to employee relations, employee benefits, and executive compensation issues in mergers and acquisitions.  Each segment will provide practice pointers to alert the attendees to the risks related to labor relations, employee benefits and executive compensation in mergers and acquisitions and other corporate transactions which are the focus of each session.  These segments may be viewed separately or as part of the series.

This program provides an overview of the liabilities in corporate transactions that come from health and welfare plans and the implications of such transactions on compliance with ACA, COBRA and employer shared responsibility penalty tax and reporting requirements.  The segment will also discuss the ACA implications a corporate merger may have on retiree medical plan, a plan’s exemption under HIPAA and the ACA, and corporate transactions and HIPAA privacy considerations.  The panelists will discuss strategies for dealing with the taxes, liabilities and the legislation that will have a significant impact on the liabilities generated by these plans.  The program will consider the impact of the U.S. Supreme Court’s decision regarding retiree medical benefit changes under collectively bargained plans and the impact on the liabilities related to retiree medical plans (OPEB).  This program will also look at strategies for minimizing employer shared responsibility taxes in transactions.  HR and Labor Relations personnel will be better able to counsel their company regarding potential stats to file to minimize taxes, penalties, and liabilities assumed.  Attorneys will be better able to counsel their clients by identifying hidden liabilities and strategies that might be considered as options.

Educational Objectives:
• Recognize the liabilities associated with health and welfare plans acquired in mergers and acquisitions and the need to work with labor counsel
• Understand the labor law successor liability implications and how collective bargaining agreements may limit retiree and other benefit changes
• Understand the penalty taxes that can be triggered by a corporate transaction
• Acquire strategies for dealing with MEWAs, multiple employer plans and transitioning employees through corporate transactions
• Understand how to plan for post transaction issues and alternative methods of addressing the transition issues that flow from a corporate transaction

Who would benefit most from attending this program?
HR personnel and executives; CFOs; ERISA counsel; in-house counsel; benefits consultants; employment and employee benefits attorneys; labor relations personnel; labor attorneys; transactional counsel; general counsel; tax attorneys; employment attorneys.


Greta E. Cowart, Shareholder, Winstead PC

Ms. Greta Cowart (effective in 2016) co-chairs the Bloomberg BNA Pension & Benefits Advisory Board.  Ms. Cowart is known for fixing complex employee benefit plan issues using the various voluntary compliance programs and correction mechanisms and has secured significant results in Internal Revenue Service employee plans team audits and in U.S. Department of Labor audits of employee benefits plans.  She has sat on merger integration teams for her clients and has significant experience in managing benefits and benefit issues in corporate transactions and restructuring.


Laura Nolen, Tax Counsel, Marathon Oil Company

Ms. Laura Nolen’s role as Tax Counsel has involved her in numerous corporate transactions and the related employee and employee benefit transaction issues.  Ms. Nolen has extensive experience in the corporate transactions world and in employee benefits.  She bring a real world practical approach to resolving the benefits and tax issues for her client’s corporate transactions.