
USCA1 Opinion

	




          October 14, 1993                                 ____________________        No. 93-1098                                     JOHN SIMAS,                                 Plaintiff, Appellee,                                          v.                   QUAKER FABRIC CORPORATION OF FALL RIVER, ET AL.,                                Defendants, Appellees.                                      __________                            COMMONWEALTH OF MASSACHUSETTS,                                Intervenor, Appellant.                                 ___________________        No. 93-1103                                    JAMES N. GRAY,                                 Plaintiff, Appellee,                                          v.                   QUAKER FABRIC CORPORATION OF FALL RIVER, ET AL.,                                Defendants, Appellees.                                      __________                            COMMONWEALTH OF MASSACHUSETTS,                                Intervenor, Appellant.                                 ____________________        No. 93-1104                                    JAMES N. GRAY,                                Plaintiff, Appellant,                                          v.                   QUAKER FABRIC CORPORATION OF FALL RIVER, ET AL.,                                Defendants, Appellees.                                 ____________________        No. 93-1249                                     JOHN SIMAS,                                Plaintiff, Appellant,                                          v.                   QUAKER FABRIC CORPORATION OF FALL RIVER, ET AL.,                                Defendants, Appellees.                                 ____________________                    APPEALS FROM THE UNITED STATES DISTRICT COURT                          FOR THE DISTRICT OF MASSACHUSETTS                     [Hon. William G. Young, U.S. District Judge]                                             ___________________                                 ____________________                                        Before                                Selya, Cyr and Boudin,                                   Circuit Judges.                                   ______________                                 ____________________                                     ERRATA SHEET                                     ERRATA SHEET            The opinion of this  Court issued on October  6, 1993, is  amended        as follows:            On  page  2  of  cover  sheet,  under  attorney  listings,  delete        "Thomas O. Bean for plaintiffs."         ______________            On  page   11,  line  11,  add   a  parenthesis   after  the  word        "designation."            On page 11, lines  3 and 4 of  footnote 4, replace  "Whittemore v.                                                                 _____________        Schlumberger  Technology  Corp."   with  Whittemore  v.   Schlumberger        ______________________________           __________       ____________        Technology Corp."        _______________            On page 12, line 7 of footnote 5, underline "Fort Halifax."                            UNITED STATES COURT OF APPEALS                                FOR THE FIRST CIRCUIT                                 ___________________        No. 93-1098                                     JOHN SIMAS,                                 Plaintiff, Appellee,                                          v.                   QUAKER FABRIC CORPORATION OF FALL RIVER, ET AL.,                                Defendants, Appellees.                                      __________                            COMMONWEALTH OF MASSACHUSETTS,                                Intervenor, Appellant.                                 ___________________        No. 93-1103                                    JAMES N. GRAY,                                 Plaintiff, Appellee,                                          v.                   QUAKER FABRIC CORPORATION OF FALL RIVER, ET AL.,                                Defendants, Appellees.                                      __________                            COMMONWEALTH OF MASSACHUSETTS,                                Intervenor, Appellant.                                 ____________________        No. 93-1104                                    JAMES N. GRAY,                                Plaintiff, Appellant,                                          v.                   QUAKER FABRIC CORPORATION OF FALL RIVER, ET AL.,                                Defendants, Appellees.                                 ____________________        No. 93-1249                                     JOHN SIMAS,                                Plaintiff, Appellant,                                          v.                   QUAKER FABRIC CORPORATION OF FALL RIVER, ET AL.,                                Defendants, Appellees.                                 ____________________                    APPEALS FROM THE UNITED STATES DISTRICT COURT                          FOR THE DISTRICT OF MASSACHUSETTS                     [Hon. William G. Young, U.S. District Judge]                                             ___________________                                 ____________________                                        Before                                Selya, Cyr and Boudin,                                   Circuit Judges.                                   ______________                                 ____________________            Thomas  O.  Bean, Assistant  Attorney  General,  with  whom  Scott            ________________                                             _____        Harshbarger, Attorney General, was on brief for intervenor.        ___________            Orlando F. de Abreu on joint briefs for plaintiffs.            ___________________            Mary T.  Sullivan, Donald J. Siegel  and Segal,  Roitman & Coleman            _________________  ________________      _________________________        on  brief  for  Economic  Development and  Industrial  Corporation  of        Boston, Massachusetts ALF-CIO, International Union, United Automobile,        Aerospace, and  Agricultural Implement  Workers Union of  America, Tax        Equity   Alliance  of   Massachusetts,   Urban   League   of   Eastern        Massachusetts Inc., Child World  Employees Committee, and Jewish Labor        Committee, Amici Curiae.            Neil Jacobs with  whom Daniel W. McCarthy  and Hale and Dorr  were            ___________            __________________      _____________        on brief for defendants.            Arthur  G. Telegen,  Amy  B.G.  Katz, Jonathan  A.  Keselenko  and            __________________   _______________  _______________________        Foley, Hoag  & Eliot  on  brief for  Freeman, Spogli  &  Co. and  Avon        _____  _____________        Investors Limited Partnership, Amici Curiae.                                 ____________________                                   October 6, 1993                                 ____________________                                          4                 BOUDIN,  Circuit Judge.   Massachusetts  has in  force a                          _____________            "tin  parachute"  statute  requiring   substantial  severance            payments to  employees who  lose their jobs  within specified            periods  before or after a corporate takeover.  Mass. Gen. L.            ch. 149,   183.   The district court held this statute  to be            preempted  by the  Employee  Retirement  Income Security  Act            ("ERISA"), which by its terms "supersede[s] any and all State            laws  insofar  as they  may now  or  hereafter relate  to any            employee  benefit plan  . .  . ."  29 U.S.C.    1144(a).   We            affirm.                                          I.                 Quaker   Fabric   Corporation   of  Fall   River   is  a            Massachusetts corporation,  with some  1350 employees  in six            states  including Massachusetts.    The company  is a  wholly            owned  subsidiary  of Quaker  Fabric Corporation,  a Delaware            corporation.    John Simas  went  to work  for  Quaker Fabric            Corporation of Fall River in Massachusetts in 1971, and James            Gray  did so in 1978.  It is  the discharge of Simas and Gray            following  a takeover  of Quaker  Fabric Corporation  of Fall            River that gives rise to this suit.                 In  September 1989  Quaker Fabric  Corporation, and  its            subsidiary Quaker Fabric  Corporation of  Fall River,  passed            into the control of Union  Manifatture International N.V.  It            appears that Union Manifatture set up a new entity called QFC            Acquisition  Corporation,  merged   it  into  Quaker   Fabric                                         -3-                                         -3-            Corporation (the surviving corporation), and ended up holding            95  percent  of the  shares of  the  latter.   Presumably the            former owners  of Quaker Fabric  Corporation received  stock,            cash or both.  In any case, there is no dispute that a change            of control  occurred, and  that Union Manifatture  emerged as            the  ultimate  owner of  Quaker  Fabric  Corporation of  Fall            River.1                 The Massachusetts tin  parachute statute was enacted  in            1989 as part of  a package of anti-takeover measures.   Under            the statute, employees  who have  worked a  minimum of  three            years  for an  employer, and  whose employment  is terminated            within  24 months  after  a "transfer  of  control" of  their            employer,  are entitled to a  "one time lump  sum payment" of            twice their  weekly compensation  for each completed  year of            employment.  Mass.  Gen. L. ch. 149,   183.2   A condition of            payment,  discussed more  fully below,  is that  the employee            meet  the  eligibility  standards  for  unemployment benefits            under state law.   Id.   183(a).  If  the employee is covered                               __                                            ____________________                 1The mechanics  of the  takeover are not  entirely clear            from  the record;  thus,  the district  court  said that  QCF            Acquisition Corporation purchased 95 percent of the shares of            Quaker  Fabric Corporation  of Fall  River.   The discrepancy                                        ______________            does not affect our analysis.                 2Somewhat  similar protection  is afforded  to employees            who are discharged in prescribed periods before the takeover.            Id.   Certain  types of  corporations  and certain  types  of            ___            takeovers are excluded.  Id.    183(a), (d).                                     ___                                         -4-                                         -4-            by a  corporate severance  plan with more  generous benefits,            the tin parachute statute does not apply.  Id.   183(d)(1).                                                       __                 Both Simas  and Gray were discharged  from employment by            Quaker  Fabric Corporation  of  Fall River  within 24  months            after the takeover.  At the time of his termination, Gray was            covered  by the  company's  existing severance  plan but  the            company's  severance benefits  were  less  generous than  the            statute's benefits.  Simas was  not covered by any  severance            plan.    Both  men  ultimately  qualified   for  unemployment            benefits under state law.   The company nevertheless declined            to make  payments to  them under the  tin parachute  statute,            claiming that it was preempted by ERISA.                 In late 1991, Simas  and Gray filed suit in  state court            against  Quaker  Fabric Corporation  of  Fall  River and  QCF            Acquisition Corporation seeking the statutory  benefits.  The            Quaker Fabric defendants asserted the preemption  defense and            removed the  case  to district  court.   The  district  court            agreed that  the tin parachute statute was preempted by ERISA            and it granted summary  judgment in favor of  the defendants.            Simas v. Quaker Fabric Corp. of Fall River,  809 F. Supp. 163            _____    _________________________________            (D.  Mass.  1992).   The  court  remanded  to  state court  a            separate wrongful  discharge claim that had  been asserted by            Simas  but raised  no  federal issues.   Id.  at 168.   After                                                     ___            judgment,  the Commonwealth  learned  of this  litigation and            intervened.  Simas, Gray and the Commonwealth now appeal.                                         -5-                                         -5-                                         II.                 ERISA,  as already noted,  explicitly preempts  "any and            all State laws" that "relate to any employee benefit plan . .            .  ."  29 U.S.C.   1144(a).   As the district court observed,            809  F. Supp.  at  166,  the  words  "relate  to"  have  been            construed  "expansively";  a  state  law  may  relate  to  an            employee  benefit plan even though  it does not conflict with            ERISA's  own  requirements, District  of Columbia  v. Greater                                        _____________________     _______            Washington  Board of Trade, 113  S. Ct. 580,  583 (1992), and            __________________________            represents an otherwise legitimate  state effort to impose or            broaden benefits for employees.  Massachusetts v. Morash, 490                                             _____________    ______            U.S. 107, 116  (1989).   As we recently  summarized the  law,            ERISA  preempts  all state  laws  insofar as  they  relate to            employee  benefit plans, even laws  which are "a  help, not a            hindrance," to such plans, and regardless of whether there is            a  "comfortable  fit  between  a state  statute  and  ERISA's            overall  aims."   McCoy  v. MIT,  950 F.2d  13, 18  (1st Cir.                              _____     ___            1991), cert. denied, 112 S.Ct. 1929 (1992).                   ____  ______                 Thus,  a state  statute  that obligates  an employer  to            establish an  employee benefit plan is  itself preempted even            though ERISA itself neither mandates nor forbids the creation            of plans.  This may at first appear to be a surprising result            since  ERISA is primarily  concerned with  disclosure, proper            management, vesting requirements and other incidental aspects            of plans  established by  employers.   See generally Shaw  v.                                                   _____________ ____                                         -6-                                         -6-            Delta Airlines, Inc.,  463 U.S. 85  (1983).  Yet  explanation            ____________________            for the broad  preemption provision is clear:   By preventing            states from imposing divergent obligations, ERISA allows each            employer to create its own uniform plan, complying with  only            one set of  rules (those  of ERISA) and  capable of  applying            uniformly  in  all  jurisdictions where  the  employer  might            operate.  Ingersoll-Rand  Co. v. McClendon, 498 U.S. 133, 142                      __________________     _________            (1990).                  In this case, the  litigation in the district court  was            concerned  with the  question  whether the  one-time payments            ordered  by the tin parachute statute comprised or related to            a "plan,"  in light of  the narrowing interpretation  of that            word adopted in Fort Halifax Packing Co. v. Coyne, 482 U.S. 1                            _______________________     _____            (1987).  In this court, the Commonwealth has laid more stress            on  a different argument, namely, its  claim that the statute            does not relate  to an "employee" plan because it (allegedly)            imposes the payment obligation not on an employer but instead            on the firm that takes over the employer.  We consider  these            two arguments in that order.                 The first argument--that no "plan" is established by the            tin  parachute statute--was  ably  answered  by the  district            court, 809  F. Supp. at 166-68,  and we lay out  the analysis            merely  to make this opinion complete.  In common parlance, a            directive to pay prescribed severance benefits might  readily            be described  as a plan.   But  in Fort Halifax,  the Supreme                                               ____________                                         -7-                                         -7-            Court, by a  five-to-four vote,  held that the  term did  not            encompass a Maine statute  providing for a one-time, lump-sum            payment  to employees,  based on  length of  service, in  the            event of plant closure.                    The Supreme Court rejected  Maine's broad argument  that            there  was no  plan because the state imposed the obligation;            indeed, the  Court held  explicitly that a  severance benefit            plan would be preempted if imposed by the state.  482 U.S. at            16-17.  The Court  said, however, that Congress' concern  was            with  state interference  with  benefits "whose  provision by            nature requires an ongoing administrative program to meet the            employer's  obligation."  Id. at 11.  Reading the term "plan"                                      ___            in light of this purpose, Fort Halifax held that the term did                                      ____________            not   include  Maine's   severance  payment   statute,  which            "requires no administrative  scheme whatsoever,"  id. at  12,                                                              __            and calls on the employer "[t]o  do little more than write  a            check . . . ." Id.                            __                 The  present case  may be  close to  Fort Halifax.   The                                                      ____________            Massachusetts  statute,  like  the Maine  statute,  calls for            payments to all eligible employees based on a specific event,            here, the  takeover.  That  similarity, however, must  be set            against  several  differences.    Each of  these  differences            increases   the   administrative   burden   imposed   by  the            Massachusetts statute,  in contrast to  Maine's statute;  and            each  makes  the  label  "plan"  better  suited  to  the  tin                                         -8-                                         -8-            parachute statute.  It is a matter of degrees  but under Fort                                                                     ____            Halifax degrees are crucial.            _______                 The Maine  statute starts and  ends with a  single, once            and  for  all  event,  the  plant  closing,  after  which all            payments are due.  The Massachusetts statute, by contrast, is            triggered  separately for  each  three-year  employee by  the            individual termination of that employee within one of several            alternative  time  periods,   either  before  or  after   the            takeover.  More important,  whether a payment is due  depends            in Massachusetts not  merely on  the employee's  status as  a            three-year  employee  but on  whether  the  employee is  also            eligible  for  unemployment compensation  under Massachusetts            law.    This  is   effectively  a  cross-reference  to  other            requirements,  most importantly  that the  employee not  have            been  discharged  for  cause.   Mass.  Gen.  L.  ch. 151A,               25(e)(2) ("deliberate misconduct"  or "knowing violation"  of            employer rule or policy).                   Thus, the  Maine employer on  closing its plant  need do            little more than write  a check to each  three-year employee.            The Massachusetts  employer, by contrast, needs  some ongoing            administrative mechanism for determining, as to each employee            discharged within  two years after the  takeover, whether the            employee was discharged within  the several time frames fixed            by the  tin parachute statute  and whether  the employee  was            discharged   for  cause   or  is  otherwise   ineligible  for                                         -9-                                         -9-            unemployment compensation under Massachusetts law.   The "for            cause" determination,  in  particular, is  likely to  provoke            controversy and call for  judgments based on information well            beyond the employee's date of hiring and termination.3                 The Commonwealth asserts that these administrative tasks            are only a small step beyond what is required under the Maine            statute.  It  argues that detailed employment records must be            maintained  by  the  employer  in  any  event, and  that  the            employer need only wait for the state agency  to make its own            decision   on   employee    eligibility   for    unemployment            compensation.  To the last point the Quaker Fabric defendants            respond that,  because of the timing  of employer obligations            under the tin parachute statute, the employer cannot await  a            state agency decision that may  well occur after the employer            has  to make  the  one-time payment,  even assuming  that the            employee even applies for unemployment compensation.                 It  may be that  in some  instances, a  determination of            eligibility  would  be straightforward  and,  in others,  the            employer would have to make its own judgment and then monitor            or participate in state  proceedings.  But in all  events for            at least  two years after  the takeover, and  probably beyond                                            ____________________                 3In this  case, it happens that Simas was discharged for            what his employer regarded as cause (the company says that he            declined to  work because the low  temperature aggravated his            asthma condition).   The  state Department of  Employment and            Training  first found  him ineligible  but then  reversed its            position on later review.                                         -10-                                         -10-            that point  as to  disputed terminations, the  employer would            have to maintain records, apply the "for cause" criteria, and            make payments or dispute the obligation.  We think it evident            that ongoing  administrative obligations  are  imposed, of  a            kind and over a time period,  that go far enough beyond  Fort                                                                     ____            Halifax to call  the regime  a "plan" within  the meaning  of            _______            ERISA.                 Given  the  Supreme Court's  reasoning in  Fort Halifax,                                                            ____________            there is no way to be certain exactly where it would draw the            line.   What we  do know  is  that our  sister circuits  have            generally  read Fort  Halifax as emphasizing  the mechanical,                            _____________            one-time nature  of the severance payments,  have applied the            decision to protect  schemes akin to  the Maine statute,  and            have  ceased to apply the decision where the state statute or            employer  promise  involved  ongoing  obligations  materially            beyond those present in  Fort Halifax.4  It is  somewhat hard                                     ____________            to generalize  about  the cases  because  of the  variety  of            variables in  the different severance schemes, but one of the            circuit decisions--Boque  v. Ampex Corp., 976  F.2d 1819 (9th                               _____     __________            Cir. 1992)  (Wisdom, J., sitting by  designation)--is closely            in point.                                            ____________________                 4See,  e.g., James v. Fleet/Norstar Financial Group, 992                  ___   ____  _____    _____________________________            F.2d  463 (2d Cir. 1993); Fontenot v. NL Industries, 953 F.2d                                      ________    _____________            960 (5th  Cir. 1992);  Whittemore v. Schlumberger  Technology                                   __________    ________________________            Corp.,  976 F.2d 922 (5th  Cir. 1992); Bogue  v. Ampex Corp.,            _____                                  _____     __________            976 F.2d. 1319 (9th Cir. 1992), amended, 1992 U.S. App. LEXIS                                            _______            31377, cert.  denied, 113 S.  Ct. 1847 (1993);   Pane v.  RCA                   _____________                             ____     ___            Corp., 868 F.2d 631, 635 (3d Cir. 1989).             ____                                         -11-                                         -11-                 In Boque, the Ninth  Circuit considered the case  of the                    _____            corporation  that  had agreed  to  pay  a one-time,  lump-sum            severance  benefit to each of  a number of  executives if the            company were taken over  and afterwards a protected executive            did not retain "substantially  equivalent employment" in  the            new structure.  976 F.2d at  1321.  The court agreed that the            employer's obligation  was, as  in Fort Halifax,  a one-time,                                               ____________            lump-sum payment contingent on a future event.  But in Bogue,                                                                   _____            "that event would occur  more than once, at a  different time            for  each employee," 976 F.d at 1323, and the employer had to            make a substantive, "substantially  equivalent" determination            in each  case.  Accordingly,  as Judge Wisdom  said, "[t]here            was  no way to carry out [the employer's] obligation with the            unthinking,  one-time nondiscretionary  application [involved            in] .  . . Fort Halifax."   Id.  The  Ninth Circuit therefore                       ____________     __            found the severance regime to comprise a plan.  Id.                                                              ___                 These distinctions, which Judge Wisdom  found persuasive            in Bogue, apply to our case and persuade us as well.  In this               _____            case,   as  in   Bogue,   the  time   period  is   prolonged,                             _____            individualized decisions  are required,  and at least  one of            the criteria  is far from  mechanical.  Admittedly,  there is            not a great  distance between Boque and our case,  on the one                                          _____            hand,  and on  the  other hand  cases  like Fort  Halifax  or                                                        _____________            decisions  that  track  it.   But  so  long  as Fort  Halifax                                                            _____________            prescribes a definition based on the extent and complexity of                                         -12-                                         -12-            administrative  obligations,  line drawing  of  this  kind is            necessary  and close cases  will approach the  line from both            sides.5                 We  turn  now   to  the  alternative   argument  against            preemption  urged  for  the  first  time  on  appeal  by  the            Commonwealth.  Simply put,  the argument is that even  if the            tin  parachute statute  imposes  obligations  amounting to  a            "plan," it is not an "employee" plan  because the obligations            are imposed on the "control transferee" and not the employer.            Although it is common practice not to consider arguments that            were not made to the district court, we think that this case-            -involving  the   constitutionality  of  a   state  statute--            justifies an exception.  Indeed, the Quaker Fabric defendants            urge us to  consider (and  reject) this new  argument on  the            merits.                 It  is true that the tin parachute statute does in terms            make  the "control transferee"  (and no one  else) liable for            the severance  payment dictated by the statute, Mass. Gen. L.            ch.                                            ____________________                 5E.g.,  James, 992  F.2d 463,  applying Fort  Halifax to                  ____   _____                           _____________            prevent preemption  of an employer's promise to  pay 60 days'            salary as severance to  each employee who remained until  the            facility was  closed.   The court  said that  while employees            might have different termination dates, the  time frame was a            short  one and  the  payments involved  no more  than "simple            arithmetical calculations" upon such termination, just as  in            Fort Halifax.  Id. at 466-67.            ____________   ___                                         -13-                                         -13-            149,   183(b),  and it  defines "control  transferee" as  the            person or persons who have beneficial ownership of 50 percent            or  more of the voting  securities of the  employer after the            transfer.  Id.   183(a).  This might lead one to believe that                       __            Quaker  Fabric Corporation (the  employer's immediate parent)            and its own owner, Union Manifatture, are actually liable for            the payment (even though neither was actually sued).6                 The  Quaker  Fabric  defendants  contend  that  the  tin            parachute statute imposes liability directly upon  the front-            line  employer.   They point  out that  the statute  by cross            reference, Mass. Gen.  L. ch.   149,    183(f), provides  for            enforcement  of   its  provisions  through   other  statutes,            directed  at  "employers,"  which   are  designed  to  secure            employees the wages due to them.   Mass. Gen. L. chs. 148-50.            There is  also some evidence  that the state's  Department of            Labor  and  Industries seeks  to  enforce  the tin  parachute            statute directly  against immediate employers,  just as Simas            and Gray did  in this  case by suing  their employer,  Quaker            Fabric Corporation of Fall River.                 Nevertheless, it  is unnecessary  to decide  whether the            immediate employer is  liable in addition to,  or instead of,            the control transferee--issues on which there appear to be no                                            ____________________                 6Simas  and Gray  sued  their  employer,  Quaker  Fabric            Corporation of Fall  River, and  QFC Acquisition  Corp.   The            former obviously did not  take control of itself and,  as the            Commonwealth describes the transaction, the latter was merged            out of existence in the course of the merger.                                         -14-                                         -14-            Massachusetts  judicial precedents.   For  we agree  with the            Quaker Fabric defendants that  the "control transferee" is an            employer for  ERISA purposes to  the extent that  the control            transferee is obligated to make payments to the employees  of            its subsidiary pursuant  to the tin parachute  statute.  This            is so, in our view, by reason of the joint force of statutory            language, precedent, and practical sense.                   ERISA itself provides  that the  term employer  includes            "any person  acting directly as an employer, or indirectly in            the  interest  of an  employer,  in relation  to  an employee            benefit plan."   29 U.S.C.   1002(5).  We  take this language            to mean that, if the plan provides ERISA-type benefits to the            employees, the  paymaster is  classified as an  "employer" so            long as  it is connected to the employer and is acting in the            employer's interest.  In  our view, any payments made  by the            control transferee are "in the interest of" the employer.  29            U.S.C.     1002(5).   This  is  patently  so  if the  control            transferee assumes a liability  that would otherwise be borne            by the employer; but  we think it is  no less so even  if the            employer is  not contingently liable under  the tin parachute            statute.    Where employees  are  laid  off after  a  control            transfer, this is normally done because the employer or those            who  control  the employer  regard  the  down-sizing as  good            business.   Whether or not  they are right,  and whatever the                                         -15-                                         -15-            cause for the  reduction (e.g., new  debt), the fact  remains                                      ____            that the employer has lightened its payroll.                 Accordingly,  if  Quaker  Fabric  Corporation  or  Union                               __            Manifatture  is intended  to  be  held  liable as  a  control            transferee under the tin parachute  statute, it would then be            an employer  under ERISA  and, simultaneously,  its liability            would  be preempted.  This view is supported by cases holding            that a parent company making benefit payments to employees of            a subsidiary  company is their "employer" under ERISA.  E.g.,                                                                    ____            Reichelt  v.  Emhart Corp.,  921  F.2d 425,  427-28  (2d Cir.            ________      ___________            1990), cert. denied,  111 S.  Ct. 2854 (1991).   The  control                   ____________            transferee, in  our situation, is  very much like  the parent            company in a case like Reichelt.                                   ________                 Looking to realities, our case is even easier than cases            involving   parents   who    administer   plans   for   their            subsidiaries.    There is  little  doubt  that,  if  the  tin            parachute statute were not preempted, the severance  payments            would  be  made  based upon  records  kept  by  Quaker Fabric            Corporation of  Fall River, pursuant to judgments implemented            by its management,  and almost certainly with funds  from its            corporate account.  If the control transferee is liable under            the statute, it  is almost certainly  a nominal liability  in            the ordinary case; the effective  burden is on the front-line            employer, here Quaker Fabric Corporation of Fall River.                                           -16-                                         -16-                 It is thus hard to credit  the Commonwealth's claim that            the tin parachute statute has no adverse effect on one of the            admitted  objects  of  the  ERISA  preemption  provision:  to            protect  employers  from  having  to  comply  with  different            directives as to benefit plans for employees depending solely            on the employees' location and the desires of different state            legislators.    The  Commonwealth's premise  is  that  Quaker            Fabric Corporation of Fall River bears no legal obligation to            make the payments.  But legal obligation or not, that company            will  almost  certainly  pay  the  bill  and  administer  the            payments, absent preemption.                 In all events, we think that the statutory definition of            employer in  ERISA resolves  the  matter, even  if we  ignore            realities and assume that  the control transferee exclusively            shoulders liability under the tin parachute statute.  This is            not a matter of "piercing the corporate veil" because another            person actively dominates the  corporation.  Without any such            dominance, payments  made by  a control transferee  under the            tin parachute statute are "in the  interest of" the employer;            the control  transferee is  to that extent  also an  employer            under ERISA; and preemption occurs automatically.7                                                ____________________                 7We have considered the Commonwealth's argument based on            its own implicit  premise that  a plan is  not an  "employee"            plan  unless the paymaster is the "employer," or at least one            of  them.   This  premise  is far  from  secure.   See, e.g.,                                                               ___  ____            Trustees of  Electrical Workers  Health and Welfare  Trust v.            __________________________________________________________            Marjo  Corp., 988 F.2d 865  (9th Cir. 1992) (preempting state            ____________                                         -17-                                         -17-                                         III.                 We have  been earnestly  asked by the  Commonwealth, and            even more earnestly by an  impressive set of amici supporting            its  position, to give weight  to the benign  purposes of the            tin parachute statute to lessen the impact of job losses that            attend  corporate   takeovers.    Two  other   amici,  equity            investors in  Massachusetts companies,  urge to  the contrary            that the statute is unconstitutionally vague if read to place            the burden of liability  on control transferees who (the  two            amici say) may be a large and shifting group of investors.                 The asserted  benefits and  faults of the  tin parachute            statute are  not for us  to weigh.   Congress  has written  a            manifestly  broad preemption  statute,  the  courts with  few            exceptions have  interpreted it  broadly, and  our job  is to            carry  out that  mandate.  It  is an  odd irony  that, having            avoided condemnation under the Commerce Clause, see CTS Corp.                                                            ___ _________            v.  Dynamics  Corporation  of  America, 481  U.S.  69,  87-94                __________________________________            (1987),  a portion of anti-takeover legislation should perish            under an ERISA preemption clause whose full ramifications may            not  have been absorbed  by Congress.   But the ramifications            are inherent in the statute, and are not for us to curtail.                 It may  also seem ironic that a  federal statute enacted            in large  part to protect  workers should invalidate  a state                                            ____________________            law imposing  liability on general  contractors for  benefits            owed by subcontractors).                                         -18-                                         -18-            measure  that  has worker  protection as  one of  its primary            objectives.   But ERISA, like many a reform statute, has more            than  one  purpose  and  more  than  one  beneficiary.    The            uniformity of regulation gained  by employers under ERISA was            assuredly part of the  legislative balancing of interests and            trade-offs.   See Ingersoll-Rand, 498 U.S.  at 142 ("the goal                          ___ ______________            was to  minimize the  administrative and financial  burden of            complying with conflicting directives among States or between            States  and the  Federal Government").   Courts, who  are the            least  representative branch  of  government, are  the  wrong            place to restrike the balance.                 In the end, the claim  of statutory benefits is answered            definitively by  Fort Halifax  itself.  Although  the Supreme                             ____________            Court saved the Maine statute by the narrowing interpretation            of "plan," the Court  there rejected Maine's broader argument            that  its  statute  avoided  preemption  because  it  was  an            independent directive that "reflects the  state's substantial            interest  in protecting  Maine citizens  from . .  . economic            dislocation .  . .  ."   482  U.S. at  6  (quoting the  Maine            Supreme Judicial  Court).   Fort Halifax holds  that a  state                                        ____________            statute cannot mandate benefits if they comprise an "employee            benefit plan,"  no matter how virtuous the  statute.  Because            the  tin  parachute  statute  imposes  such  a  plan,  it  is            preempted.                 Affirmed.                 ________                                         -19-                                         -19-
