Pension Issues in Mergers and Acquisitions

By Mitch Frazer · Torys LLP · 2011 · RET101-118-25

Study guide: Exam RET-101

A paper by Mitch Frazer of Torys LLP, delivered at the 13th International Pension and Employee Benefits Lawyers Association Conference, May 22-25, 2011. It identifies and analyzes the pension issues, obligations and risks that arise in corporate transactions, with a focus on Ontario-registered pension plans, noting that the structure of the deal directly affects the buyer's and the seller's pension obligations.

On the syllabus

• Exam RET-101 — RET101-118-25; outcome 3a.

Introduction

The Treatment of Pension Plans in the Context of Corporate Transactions

• Surpluses and Deficits in Pension Plans
• Managing Pension Risks in Corporate Transactions
• Due Diligence
• Negotiation of Representations and Warranties
• Other Provisions in an Agreement of Purchase and Sale

Evaluating Options and Obligations in Complex Corporate Transactions or Restructurings

• Pension Issues Specific to Share-Purchase Transactions
• Pension Issues Specific to Mergers
• Pension Issues Specific to Asset-Purchase Transactions
  • Buyer Does Not Offer a Pension Plan
  • Seller Retains Past-Service Liability and Buyer Offers a Plan for Future Service Only
  • Wraparound Arrangement
  • Carve-Out Arrangement
  • Transfer of Pension Plan

Conclusion

Sources

• Pension Issues in Mergers and Acquisitions (Mitch Frazer, Torys LLP, 2011) — the document: title, author, conference note, © 2011 Torys LLP, the introduction's statement of scope and the headings; the paper is identified with the SOA's reading by its exact title alone, since the SOA's study notes are sold through its online store and were not seen
• RET 101 Syllabus, Nov 2026/Mar 2027/Jul 2027 (SOA) — the citation (RET101-118-25) and the learning outcome
• RET 101 Course Strategy Guide, Nov 2026/Mar 2027/Jul 2027 (SOA) — the guide's description of the reading as discussing unique considerations for plan sponsors in mergers and acquisitions