Along with other critical areas of risk such as financial matters, tax and regulatory, employment and human resource factors should also be subject to due diligence in the early stages of any corporate transaction, such as mergers and acquisitions.
Before any formal agreement is made, organisations should gain a comprehensive understanding of the obligations being assumed, the nature and extent of any contingent liabilities and litigation risks for allocation.
Failure to adequately examine rights and obligations that will carry over with a corporate transaction can result in expensive employment claims, administrative fines and create potentially insurmountable integration challenges.
Employment impact of M&A transactions
Our employment M&A due diligence service is designed to establish foundations for a successful transfer, transition and subsequent integration.
We bring together technical legal expertise with a practical understanding of the people-led issues relating to corporate transactions. We aim to support our clients through the process, with meticulous planning and strategic input from the outset to manage risk and avoid issues during each stage of the transaction and integration.
Our due diligence support will focus specifically on identifying and anticipating employment related issues that may arise as a result of the transaction. These will be determined in large part by the nature of the deal, and could include:
- Identification and classification of all affected employees and contractors
- Impact on and harmonising employment contracts and terms, including non-compete clauses and special provisions for key or senior personnel
- Drafting new documentation such as new contracts of employment, terminations and settlement agreements
- Guidance on trade union consultation and collective bargaining
- Assessment of existing and potential employment claims
- Review of employee benefits and pension and share-based incentives
- Support with consultation obligations
- Advice on redundancies or retention strategies
We can also offer specific guidance on all aspects of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) including consultation, election of representatives, advising on changes to terms and conditions of employment and potential transfer-related dismissals.
Need assistance?
We have specialist expertise in managing the employment law risks of mergers, acquisitions and other company restructuring programmes.
DavidsonMorris’ specialist employment lawyers are experienced in supporting clients through corporate transactions and company restructuring processes.
We consult and advise on HR due diligence to identify the people-related commercial and legal risks of a corporate transaction, ensuring retention of key staff, and that potential employment liabilities are identified and incorporated within the deal negotiations.
This includes guidance on the applicability and implications of TUPE, and advice to ensure regulatory compliance and synchronisation of employment practices post-transaction.
Contact us for specialist advice.
