In this installment of our Employee Benefits and Executive Compensation Considerations in Mergers and Acquisitions podcast series, Troutman Pepper Partners Jim Earle, Lynne Wakefield, and Lydia Parker discuss the impact of the Supreme Court’s decision in Loper Bright Enterprises v. Raimondo on benefits-related regulations, including the Department of Labor’s Fiduciary Rule; environmental, social, and governance regulations; protections based on sexual orientation and gender identity under the Affordable Care Act; and much more.

On June 20, 2024, the Internal Revenue Service (“IRS”) released Notice 2024-55 (the “Notice”) offering guidance on two (2) new types of distributions exempt from the 10% early withdrawal penalty: emergency personal expense distributions and domestic abuse victim distributions.…

Two Texas federal court decisions have stalled the U.S. Department of Labor’s (“DOL”) “investment advice fiduciary rule” under Section 3(21) of the Employee Income Security Act of 1974, as amended (the “Fiduciary Rule”) from its September 23, 2024 effective date (see our previous alert).…

In a blog post dated May 10, 2024, we discussed the Form 5330, an excise tax return used by certain employers and individuals to pay penalty taxes with respect to employee benefit plans, must be filed electronically for taxable years ending on or after December 31, 2023 if the filer is required to file at least 10 returns of any type. As described further in that blog post, this electronic filing requirement had the potential to create issues for sponsors of qualified retirement plans because there was not an Authorized e-file Provider (“AEP”) with the capability of electronically filing Forms 5330. Without relief from the Internal Revenue Service (“IRS”), employers would not have the option of filing the Forms 5330 by paper even with the lack of AEPs.…

The Consumer Finance Podcast

In this episode of The Consumer Finance Podcast, Chris Willis delves into the renewed focus on incentive compensation by federal financial regulators. Joined by colleagues Sheri Adler and Jina Davidovich from the Employee Benefits and Executive Compensation group, the discussion centers on the implications of Section 956 of the Dodd-Frank Act. The episode explores the historical context, proposed rule changes, and the potential impact on financial institutions and their employees. Key topics include the scope of covered institutions, specific requirements for senior executives and significant risk-takers, and the governance and compliance obligations that may arise if the rules are enacted.

The Consumer Finance Podcast

In this episode of The Consumer Finance Podcast, Chris Willis is joined by Sheri Adler to discuss the implications of the upcoming change in securities law that shortens the settlement period for broker-dealer transactions from T+2 (two business days after the trade date) to T+1 (one business day after the trade date). This change, effective May 28, 2024, has significant implications for employers who offer equity-based compensation to their employees. Adler provides an overview of the history of the settlement cycle, the reasons behind the shift to T+1, and the impact on tax withholding obligations for equity awards. She also offers practical advice for companies to prepare for this change, including potential adjustments to the calculation of fair market value for withholding purposes.

The Form 5330‎, an excise tax return used by certain employers and individuals to pay penalty ‎taxes, must be filed electronically for taxable years ending on or after December 31, 2023. As ‎described below, this may create issues for sponsors of qualified retirement plans.‎…

The U.S. Department of Health and Human Services (“HHS”) Office for Civil Rights (“OCR”) and the Centers for Medicare & Medicaid Services (“CMS”) issued a final rule on April 26, 2024 (the “Final Rule”) under Section 1557 of the Affordable Care Act (“ACA”) after reviewing more than 85,000 comments from the public following the Proposed Rule.…

In its latest attempt in a fourteen-year old quest to update the circa-1975 definition of a fiduciary who renders “investment advice for a fee or other compensation, direct or indirect” (an “investment advice fiduciary”) under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), on April 25, 2024, the U.S. Department of Labor (the “Department”) released final regulations (the “Final Rule”) defining an investment advice fiduciary, as well as amendments to several prohibited transaction class exemptions (“PTE”).  This post summarizes the key provisions of the Final Rule and the amendments to the PTEs.…

In this insightful episode of our Employee Benefits and Executive Compensation Considerations in Mergers and Acquisitions podcast series, attorneys Paul Porretta and Christopher Stock delve into the complex world of multiemployer pension plans. They discuss critical considerations for businesses contemplating the purchase of entities that contribute to these plans. Topics include evaluating the implications of multiemployer pension plan contribution obligations and withdrawal liability exposure, key diligence to focus on, and deal points the parties may consider. Join us to uncover the significant risks and liabilities associated with these plans and gain valuable insights into strategic planning for your business’ future.