Fifth Circuit Holds Merger Agreement Can Act as a Plan Amendment

It is fairly uncommon to see Circuit Court of Appeals cases where mergers and acquisition issues and benefits issues intersect. That is what happened in this recent Fifth Circuit case of Halliburton Company Benefits Committee v. Graves et al. which is a must-read for benefits lawyers who are involved in transactional work. The case holds that a merger agreement can act as a plan amendment of a benefit plan, even though it is not labeled as a plan amendment. The case also holds that the “no-third-party-beneficiary” clause which is standard in these types of agreements will not protect the surviving company from claims of participants since those claims are protected under ERISA.