根据 《agapp》《ag怎么注册》杂志全球米 & 一个活动总计1美元.2021年第一季度将达到3万亿美元.  This is up 94% over first quarter of 2020 和 is expected to continue into the second quarter as we leave the global p和emic in the rear-view mirror.  如果你的业务正以这种方式增长, 你知道合并两家公司不是件容易的事. 有许多因素要考虑. But one key consideration that companies in this position sometimes forget to focus on is how a merger or acquisition will impact their employee benefit plans.

谁对退休计划负责?

当公司合并, the combined entity is responsible for all benefit plans that were offered prior to the merger. 收购一家公司则不同. The type of transaction — whether it’s an asset purchase or stock purchase — drives what happens to the plans.

在股票购买中, the acquiring company assumes the responsibility for the plans of the acquired company. 另一方面, 在资产购买中, the acquiring company has more flexibility in deciding which assets to take on. The purchasing company may not acquire the other company’s employee benefit plans 在资产购买中.

尽职调查过程中要问的问题

Buyers conduct due diligence to find hidden or contingent liabilities, 并设计了上市后的利益结构. 买家可能想问的其他几个问题是:

  • Have all required filings been made on a timely basis (Form 5500s 和 PBGC premiums)?
  • Are there any known design or operational defects in the plan that might jeopardize or the plan’s (or merged plan’s) tax-exempt status? (纠正这些问题的成本可能相当高.)

合并员工福利的选项

取决于事务的类型, there are several options for deciding what employee benefit plans will look like following a corporate transaction. 再一次, it is important to review 和 decide which solution best fits your situation before the deal is done. 正如您将看到的,每个选项都有利弊.

Terminate the acquired company’s plan (prior to or post-closing)

采用这一选项, 买方责任有限, 和 employees may then be allowed to participate in the acquiring company’s plan.

This requires distributions from the acquired company’s plan so participants will have access to their retirement nest egg. They may choose to roll it into the successor plan or an IRA. 或者,他们可以拿去买一艘船.

In the event the plan had participant loans outst和ing, they would be deemed distributed 和 taxable to the participants.

将被收购公司的计划合并到你自己的计划中

Merging the plans prevents participants from taking distributions of their retirement money at the time of the merger.

The acquiring company will need to preserve the prior plan’s forms of benefit options 和 participant’s vested percentages.

They also may need to reconcile different plan year ends.

In the event the acquired company’s plan had operational defects, 那个计划会破坏合并后的计划. This is why it’s a good idea to ask that question as suggested above during the due diligence process.

这个选项允许:

  • 为所有员工提供统一的福利
  • A single communication to all employees regarding benefits
  • Simplified administration (one third party administrator, one audit, 和 one Form 5500 filing)

Freeze the acquired company’s plan 和 continue to maintain it

This option eliminates the risk that participants in the acquired company’s plan will spend their retirement nest egg.

被收购公司将承担以下费用:

  • 管理被收购公司的计划
  • 获取大型计划的审计
  • making the plan’s appropriate filings with the IRS 和 DOL

Employee benefit plans are sometimes overlooked in corporate transactions, 但正如我们讨论过的, an acquisition or merger has significant plan implications. 在敲定交易之前, make sure to analyze 和 decide on the best structure for benefit plans in your new, 合并后的公司. An auditor who underst和s the proper reporting 和 disclosures required to be filed with the IRS 和 DOL can help ensure that a merger or an acquisition is a smooth process.