Employee Benefits M&A

Lawyers in our Employee Benefits and Executive Compensation practice work on mergers and acquisitions transactions in two different capacities: we serve in conjunction with our corporate group when Haynes and Boone is primary M&A counsel, and we partner with other firms to advise on employee benefits issues when we are not primary M&A counsel. Whatever our role, we take a team approach and work seamlessly with in-house counsel, human resources departments and outside counsel to quickly spot potential employee benefits-related risks, liabilities and problems before closing, thereby helping clients save time, expense and resources. Our group also serves companies that do not have an in-house benefits group as well as private equity firms and their portfolio companies.

We provide day-to-day and comprehensive employee benefit plan support throughout the entire M&A process, including:

  • Due diligence
  • Negotiating purchase agreements, employee transition services agreements and employee matters agreements
  • Merging and spinning off employee benefit plans 
  • Identifying material issues with 401(k) and other retirement and welfare benefit plans, as well as nonqualified deferred compensation arrangements, and recommending solutions
  • Advising on 280G calculations and the documents required to obtain employee waiver and shareholder vote exceptions 
  • Structuring employee benefit plans and advising on transition issues post-closing
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Press Release
Susan Wetzel Authors Article in Business Law Today About Code Section 280G Issues
September, 14 2021

INTRODUCTION While employee benefits and executive compensation issues rarely drive a transaction, one issue that should be discussed at the beginning of every deal is whether there are any payments that could trigger taxation under Section 280G.[1] Ignoring this Code section or waiting until a few days before closing to address potential Section 280G issues could result in a large tax bill for i [...]