New York State Teamsters Conference Pension and Retirement Fund v. C&S Wholesale Grocers, Inc.

“Congress enacted the [Multiemployer Pension Plan Amendments Act of 1980] MPPAA to protect the financial solvency of multiemployer pension plans.” Bay Area Laundry & Dry Cleaning Pension Tr. Fund v. Ferbar Corp. of Cal., 522 U.S. 192, 196 (1997). One of MPPAA’s central features is the mandatory payment of withdrawal liability when an employer withdraws from participation in a multiemployer plan, which “Congress imposed . . . to discourage withdrawals ex ante and cushion their impact ex post.” Id. at 201-02. In order to effectuate this policy, Congress prohibited “any transaction” for which “a principal purpose . . . is to evade or avoid” withdrawal liability. 29 U.S.C. § 1392(c). Further, lower courts have unanimously applied the “any substantial continuity” successor liability doctrine articulated by this Court to the collection of withdrawal liability. The questions presented are:

1. Whether the Second Circuit erred in holding that 29 U.S.C. § 1392(c) requires fraudulent conduct, in conflict with, among others, the Third Circuit’s holding that the statute “is unambiguous” and “[t] he text in no way suggests that it only applies to sham or fraudulent transactions.” SUPERVALU, Inc. v. Bd. of Trs. of Sw. Pa. & W. Md. Area Teamsters & Emps. Pension Fund, 500 F.3d 334, 343 (3d Cir. 2007).

2. Whether the Second Circuit erred in refusing to consider, as part of its “any substantial continuity” analysis, all of the facts and circumstances of the