ERISA does not preempt any Federal law. And ERISA does not always displace Federal securities law. ERISA’s and a particular employee-benefit plan’s provisions might be relevant information in evaluating whether an interest is a security and, if it is, considering which exemptions from registration (or kinds of registrations) might be available.
Although ERISA’s preemption of State law is broad, ERISA does not preempt “any law of any State which regulates insurance, banking, or securities.”
That a security’s issuer is an employee-benefit plan’s sponsor might be relevant information, but might not always by itself be sufficient to meet the conditions for an exemption from registration under a Federal or State securities law.
That a security’s offeree, purchaser, or holder is an employee-benefit plan’s trustee might be relevant information, but might not always by itself be sufficient to meet the conditions for an exemption from registration under a Federal or State securities law.
Securities law sometimes looks through one or more holders to a beneficial owner, especially if in the circumstances the beneficial owner (rather than an intermediary) is the real decision-maker.