Help - Search - Members - Calendar
Full Version: Stock Sale--Plans Terminated
BenefitsLink Message Boards > Employee Benefits in General > Merger and Acquisition Aspects
S Loble
If the seller in a stock sale agrees to terminate all of its ERISA plans PRIOR TO CLOSING and take responsibility for doing so in compliance with ERISA, Code and other applicable laws, does the buyer have any obligations with respect to the plans?

I assume that the buyer needs to make sure it doesnt have a successor 401k, anything else??
BeckyMiller
If it is a stock sale, then the buyer of the stock steps into the shoes of the owner of the shares. Any obligations of the company continue. The Tax Code, ERISA and economic consequences of those obligations will now effect the share value of the new owner.

So, in a stock sale, it is typical to cover these risks in some sort of contingency agreement - holdback, etc.

This is just one of many reasons why buyer's tend to want to buy assets, not stock.
This is a "lo-fi" version of our main content. To view the full version with more information, formatting and images, please click here.
Invision Power Board © 2001-2012 Invision Power Services, Inc.