"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 case, including that the transaction at issue was not at arm's-length or for fair market value, in conflict with, among others, the Sixth Circuit's holding that when "a sale . . . is not conducted at arm's-length, successor liability can apply" and that "underpa[ying] for the profitable parts of [a business]" while leaving pension liability behind "do[es] not reflect commercial expectations that this court should ever protect, certainly not under ERISA." Pension Benefit Guar. Corp. v. Findlay Indus., Inc., et al., 902 F.3d 597, 612 (6th Cir. 2018).

Whether the Second Circuit erred in holding that 29 U.S.C. § 1392(c) requires fraudulent conduct