assuming plan sponsorship

[Guest ERISAQuestioner]

A parent would like Subsidiary A to assume sponsorship of Subsidiary B's two pension plans--one for union employees which was frozen years ago and one for salaried employees. It's a controlled group--A and B are wholly owned by the foreign parent.

Beyond drafting a resolution by A and B, and Plan Amendments, are there any other formal notice requirements to participants or to the government?

The PBGC has a 30 day notice requirement, as does the IRS Form 5310, for mergers or consolidations, but the same requirements don't seem to apply in this case.

What is other people's experience? How soon can this be accomplished?

[jpod]

What do you mean by "sponsorship?" Do you mean the entity with the obligation to contribute to the plan? IF B is merging into A and going out of existence, this would happen by operation of law. If employees of B are transferring to employment with A, probably not any issues, but you should consult the collective bargaining agreement covering the union employees and confer with labor counsel to make sure there are no labor law issues to resolve or procedural hoops to jump through. In either scenario, you may wish to take another look at the PBGC regulations. If neither a merger nor a transfer of employees, then I would need to know what it is that the parent wishes/is intending to accomplish.

[Guest ERISAQuestioner]

What do you mean by "sponsorship?" Do you mean the entity with the obligation to contribute to the plan? IF B is merging into A and going out of existence, this would happen by operation of law. If employees of B are transferring to employment with A, probably not any issues, but you should consult the collective bargaining agreement covering the union employees and confer with labor counsel to make sure there are no labor law issues to resolve or procedural hoops to jump through. In either scenario, you may wish to take another look at the PBGC regulations. If neither a merger nor a transfer of employees, then I would need to know what it is that the parent wishes/is intending to accomplish.

Thanks for your comment. To clarify, the Parent wants the surviving entity A to assume the pension obligations for the salaried and union employees of B.

By 'sponsorship' I mean that A will assume all responsibilities for B's Plans, i.e. become the Plan Sponsor, when B goes out of business and liquidates. All employees of B are going to be laid off except for maybe a handful or union ones hired by A. Yes, labor issues will need to be negotiated, but from a pension law perspective, are there no required notice to participants via 5310A or PBGC? I will review those PBGC regs.

But, all it should take in this case is an amendment to B's Plans, and an agreement between B and A, together with suitable corporate resolutions, to effectuate this transfer?

[jpod]

You left out an important fact in your first post, which is that B is going out of business and liquidating. If there is no seperately "reportable event" under the PBGC regs., then it looks like you've analyzed this correctly.

[Guest ERISAQuestioner]

What do you mean by "sponsorship?" Do you mean the entity with the obligation to contribute to the plan? IF B is merging into A and going out of existence, this would happen by operation of law. If employees of B are transferring to employment with A, probably not any issues, but you should consult the collective bargaining agreement covering the union employees and confer with labor counsel to make sure there are no labor law issues to resolve or procedural hoops to jump through. In either scenario, you may wish to take another look at the PBGC regulations. If neither a merger nor a transfer of employees, then I would need to know what it is that the parent wishes/is intending to accomplish.

Thanks for your comment. To clarify, the Parent wants the surviving entity A to assume the pension obligations for the salaried and union employees of B.

By 'sponsorship' I mean that A will assume all responsibilities for B's Plans, i.e. become the Plan Sponsor, when B goes out of business and liquidates. All employees of B are going to be laid off except for maybe a handful or union ones hired by A. Yes, labor issues will need to be negotiated, but from a pension law perspective, are there no required notice to participants via 5310A or PBGC? I will review those PBGC regs.

But, all it should take in this case is an amendment to B's Plans, and an agreement between B and A, together with suitable corporate resolutions, to effectuate this transfer?

But just so I'm understanding correctly, the liquidation of B is a reportable event under PBGC regs. 4043.30. In that case there will be a minimum 30 day notice reporting requirement, probably also something similar to IRS under Form 5310A. Right?