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Employee Benefits and Executive Comp Reps, Warranties and Indemnification in M&A Deals


Feb. 13, 2018
Recorded Online

This CLE webinar will highlight legal developments for employee benefits counsel to consider when drafting and negotiating representations, covenants and indemnification provisions addressing employee benefit plans and executive compensation programs in the context of mergers and acquisitions. The panel will discuss key considerations when drafting such provisions and offer their perspectives on what is market. We will discuss the most current information regarding the impact of the Tax Reform Act.

Employee benefits practitioners and others involved in corporate transactions need to be mindful of recent developments under Section 409A, major changes to the IRS determination letter program, and employee benefits and executive compensation due diligence.

The CLE webinar will walk through developing trends in both the due diligence process and negotiating the terms of the purchase agreement, including:

  • Recent IRS guidance regarding the end of the determination letter program, and questions surrounding how retirement plans should be reviewed and representations should be made without the benefit of a recent determination letter
  • Reviewing health plans and ACA compliance issues
  • Sun Capital and controlled group liability considerations

Listen as our panel of employee benefits attorneys discusses best practices for negotiating, drafting and enforcing employee benefits and executive compensation reps, warranties and indemnification clauses in the context of mergers and acquisitions.

The panel will address these and other key issues:

  • What are some best practices for employee benefits counsel when drafting and negotiating representations, covenants and indemnification provisions in these developing areas?
  • What are the most commonly disputed issues when negotiating these new representations and covenants and what are some effective strategies for resolving them?
  • What are some hidden liabilities employee benefits counsel should look for when conducting due diligence in these developing areas?


  • Jeffrey A. Lieberman, Counsel, Skadden Arps Slate Meagher & Flom
  • Ryan J. Liebl, Partner, Mayer Brown
  • Gabriel S. Marinaro, Special Counsel, Katten Muchin Rosenman

Continue by clicking on the following link:

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