cbassociate2017

We represent Buyer in a carve-out transaction. The subsidiary that we are buying is the legal employer of its employees, but HR functions are centralized at parent level. Several employees of sub who are coming to buyer will receive retention bonuses post-closing, paid by the Seller. The legal question is whether, where the services are not provided (and have not been provided) directly to seller but to PHS and the consolidated group is being split by the transaction, which is the proper entity to conduct payroll withholding on payments made after the closing?

I'm working with a stock option that is currently a short term deferral because the option only vests upon a CIC. The client now wants to add termination of employment (except for cause) as a payment event. I am pretty sure the subsequent deferral election rules apply here, but the result seems impractical when using the possible CIC as the original payment date. I also see a problem with the prohibition against acceleration of payment, because of course, an employee could terminate before the CIC date. Thoughts??

Hello, If a MEWA plan is level funded, can it possibly be considered fully-insured? And if it has not existed for a year, does that give us any out from being considered a MEWA? Seller is part of a MEWA and hasn't been in compliance with state insurance laws.

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