EB in M and A: Understanding Obligations and Identifying Opportunities Arising from Employee Benefits Related Due Diligence Operations in Corporate Transactions
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The Patient Protection and Affordable Care Act (the 'ACA'), the Mental Health Parity and Addiction Equity Act ('MHPAEA'), the Health Insurance Portability and Accountability Act ('HIPAA'), the Employer Retirement Security Act ('ERISA'), and other federal laws and regulations, lay out a plethora obligations and requirements for employee benefit plan sponsors. Crisis of contract and organizational security may easily arise to the extent an unknowing or inexperienced transactional team is employed to conduct employee benefits related oversight during due diligence operations conducted in corporate mergers and acquisitions. An unsuspecting buyer might be plagued with post-closing transactional liabilities reaching into the millions of dollars, requiring months or years of negotiations to settle private and federal administrative agency-related enforcement liabilities. To avoid such liabilities, employers must prepare and execute a systematic and comprehensive due diligence operation to catalogue, evaluate, and appraise the relative values and underlying liabilities associated with a seller's performance of a wide range of federal compliance mandates and other regulatory requirements. This program is designed to assist the employer in pre- and post-closing evaluation of employee benefits related due diligence operations arising in the M&A context. Participants will explore foundational aspects of many benefits related laws and regulations, while learning strategies to evaluate, assure and document a seller's current and historical performance of these important legal and regulatory obligations.
Learning Objectives:
- Learn and understand the basic federal regulatory requirements for employee benefit plan sponsors, including legal responsibilities and other obligations arising in connection with the ACA, ERISA, privacy and security laws and regulations, mental health parity laws and regulations, and others.
- Understand and learn to administer a successful due diligence operation respecting the evaluation and assessment of performance of employer liabilities arising in the context of a corporate merger or acquisition.
- Learn strategies for the inventorying of a seller's present and historical performance of certain regulatorily required component tasks underlying satisfaction of the ACA's Employer Shared Responsibility Provisions.
- Learn and deploy a holistic approach to the identification, assessment, and satisfaction of a seller's historical performance of certain complex transactional requirements, such as substantive compliance with the quantitative and nonquantitative treatment limitation requirements of the Mental Health Parity and Addiction Equity Act ('MHPAEA').
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Acknowledgment of Technical Issues: While rare, technical issues may occur during sessions. We appreciate your patience as we quickly address them.
Accessibility & Accommodations Information: For detailed accessibility & accommodations information, visit INFO > FAQs in the app.
Nicole L. Fender
Nicole is a Director, Benefits Compliance for the Baldwin Regulatory Compliance Collaborative. She works with clients and colleagues to help educate them on the consequences of non-compliance, respecting regulatory issues arising under laws such as HIPAA, ACA, ERISA, and COBRA. She participates in the developing of compliance communication strategies, provides training for client management teams and clients, and assists in the marketing, sales, and customer retention processes. Nicole manages the BRCC Employee Benefits Mergers & Acquisitions Resource Center.
Nicole has 20 years of employee benefits compliance experience. She served as the H&W Compliance Officer for a large insurance broker and has also performed consulting and account management duties. She holds a Bachelor of Science degree in Paralegal Studies, holds various state Health & Life Producer licenses and has earned multiple certifications in employee benefits compliance courses via industry educators.
Frank Brown
Frank Brown is counsel at the Tampa, Florida law firm of Bush Graziano Rice & Hearing. Frank is Board Certified in Labor and Employment Law and has over 35 years of experience in the field, with both litigation and advisory expertise in wage and hour, discrimination, collective bargaining and, in particular, employee benefits law. Frank has been recognized in Best Lawyers in America, Florida Super Lawyers and Florida Legal Elite. In 2020 he was awarded the Lifetime Achievement Award from The Florida Bar Labor and Employment Law Section.