Mergers and Acquisitions
In terms of technical complexity and possible exposure, employee benefits are a potential landmine in mergers, acquisitions and other corporate transactions. On behalf of buyers and sellers, we have negotiated the benefits provisions in transactions, performed due diligence, and assisted in implementing the transition to new benefits arrangements. At times we have participated as part of a team from the firm handling all aspects of the transaction; at other times we have been engaged specifically to resolve employee benefits issues. Significant transactions in which we have been involved include the following:
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Altria Group, Inc. (formerly Philip Morris Companies Inc.) and subsidiaries -
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Acquisition of General Foods
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Acquisition of Kraft Foods
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Kraft Foods acquisition of Nabisco
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Stock for stock merger involving Miller Brewing subsidiary and South African Breweries
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British Nuclear Fuels plc (U.K. government–owned nuclear fuel, power, and environmental remediation company) – acquisitions of Westinghouse Electric Company from CBS (now Viacom) and subsequent acquisitions of ABB U.S. and certain European nuclear energy operations
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Coca-Cola Enterprises, Inc. – advice regarding benefits issues arising from stock and asset acquisitions of various independent Coca-Cola bottlers
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Eastman Kodak Company – special advice on benefits issues related to spin-off of Eastman Chemical Company
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Georgia-Pacific Corporation – employee benefits representation of consumer paper and products division proposed to be spun off
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ING – sale of Medical Risk Solutions subsidiary
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Lincoln National Corporation –
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IPO of shares of American States (property and casualty subsidiary) and subsequent sale of American States
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Acquisition of Delaware Management Holdings (mutual funds)
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Sale of Lincoln Re (reinsurance subsidiary) to Swiss Re
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Asset acquisitions from Aetna, CIGNA, and UNUM
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Procter & Gamble – special advice on benefits and compensation aspects of various acquisitions and dispositions over the years, including acquisition of IAMs pet foods
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Rinker Materials – advice on benefits issues related to acquisitions and sales (over 30 transitions in the past several years)
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Swiss Re – sale of a portion of reinsurance business and acquisition of Southwestern Life from PennCorp Financial Group
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