Employment Law Aspects Of Mergers And Acquisitions

This briefing addresses the employment law and personnel management issues that arise when businesses are bought and sold. These issues are of great concern not only to the employees but also to the management of both purchaser and vendor.It will help you to understand the key practical and legal issues, achieve consensus and involvement at all levels, understand and implement TUPE regulations and identify the documentation that needs to be drafted or reviewed within the context of a merger, acquisition or disposal.

The employment law and personnel management issues that arise when businesses are bought and sold are of great concern not only to the employees but also to the management of both purchaser and vendor. This Report will help managers to understand the key practical and legal issues, achieve consensus and involvement at all levels, understand and implement TUPE regulations and identify the documentation that needs to be drafted or reviewed within the context of a merger, acquisition or disposal.

Recent years have seen a huge growth in European cross-border mergers and acquisitions (M&A), and considerable attention has been given to how such deals arise and are completed. A U.S. investor must understand the basic difference in the principle of individual labor law in the U.S. and how it compares with the laws of the target country in an M&A. In the U.S., under the employment at-will doctrine, the U.S. private sector employers can dismiss their non-unionized employees at any time for any reason or even no reason at all. In most European Union (EU) countries and Germany and Italy specifically, employees are presumed to have a basic right to keep their jobs indefinitely. One of the greatest labor cost disparity with the U.S. is not wages. It is the amount of paid time-off and other benefits. Employers in Germany and Italy will find it difficult to discharge employees without incurring substantial liability. For high-level, long-term employees, these severance payments can run into six or even seven figures.

News of a merger or acquisition is a big event in the life of a company, which stirs uncertainty, anxiety and fear. The changes, redundancies and so on, that often follow this news, are a further source of turmoil for the employees of both companies involved. There is no magic formula to avoid these effects completely. However, good planning, communication and human resource practice can mitigate the worst of them; keep everyone that matters on board; and ensure that the new organization maintains your reputation for sensitive people management. Get it wrong, on the other hand, and you may lose the very people you were most anxious to keep; put the success of the process at risk and even face employment tribunals or other legal proceedings. In addition, imagine how these processes are complicated by any transnational elements. James F. Klein and Robert-Charles Kahn provide a practical, hands-on guide to successfully integrating HR functions following any merger or acquisition within Europe. The book guides you step by step, providing the methodology, tools, sequence of events and necessary material. It includes comparative tables, tips and stories illustrating the differences, specific issues and pitfalls that are particular to the different European countries. 20 years of human resources experience across companies in continental Europe has gone into creating this blueprint to successfully implementing the people side of successful mergers and acquisitions.

The employment law and personnel management issues that arise when businesses are bought and sold are of great concern not only to the employees but also to the management of both purchaser and vendor. This Report will help you to understand the key practical and legal issues, achieve consensus and involvement at all levels, understand and implement TUPE regulations and identify the documentation that needs to be drafted or reviewed within the context of a merger, acquisition or disposal.

The practice of employment law in a private company acquisition cannot be conducted in a vacuum - it requires not only an understanding of employment law but also particular elements of company law. Jackie and Kate have both been delivering training in relation to the corporate and employment issues in private company acquisitions for many years. They noted that there was no text available analysing the key issues specifically aimed at addressing the needs of the employment team - appreciating that to advise effectively on the employment aspects of the transaction, an understanding of both the corporate and employment aspects was vital. Jackie has spent a number of years working with both undergraduates studying company law, corporate trainees and junior corporate assistants and has aimed to cover the historic questions asked by those new to corporate transactions together with clarifying areas of common confusion in a clear, straightforward manner. Kate qualified as a solicitor and now trains lawyers, HR professionals and managers, as well as advising a diverse set of employers from small and medium sized enterprises to charities, PLCs and international companies. The text includes practical tips and points to note throughout, making it extremely useful to a new practitioner to the area. ABOUT THE AUTHORS Jackie Sheldon - Jackie was a corporate solicitor specialising in mergers and acquisitions. Jackie worked and trained at global law firm, Taylor Wessing, qualifying into their Projects department, working on large corporate transactions. She moved to the Northwest and continued to specialise in corporate transactions, working at Pannones followed by international law firm, Square, Sanders and Dempsey (then Hammonds). Jackie is qualified to teach up to Masters level (receiving a Post Graduate Certificate in Professional Education), is a Fellow of the Higher Education Academy and has now been writing and delivering commercially relevant company law and related topics to both undergraduate and post graduates (including CPD and PSC) since 2006. She is also honoured to use her corporate legal knowledge in her position as a trustee/director, company secretary and vice chair for Mummy's Star - a unique charity in UK and Ireland. Kate Shepherd - Prior to establishing her consultancy Kate Shepherd Associates in 2005, Kate qualified as a solicitor, and practised employment law at a senior level with a leading firm in the Midlands. Kate holds CIPD qualifications, a Post Graduate Diploma in Law and now runs a consultancy specialising in interactive online training delivery. Her team regularly design and deliver workshops to lawyers at both undergraduate and postgraduate level. Kate is also a published author and visiting lecturer for a number of Universities and Business Schools. CONTENTS Chapter 1 - Introduction Chapter 2 - Fundamentals of Employment Law Chapter 3 - Understanding the Corporate Aspects of a Transaction Chapter 4 - Pre-Contractual Documentation Chapter 5 - Due Diligence Chapter 6 - The Employment Issues in Mergers and Acquisitions Chapter 7 - Using Settlement Agreements Chapter 8 - Sale and Purchase Agreement Chapter 9 - The Risk Apportionment Game Chapter 10 - Finishing the Deal Chapter 11 - Employment Considerations Post-Completion Glossary of Terms

This manual in the English language outlines mergers & acquisitions under German law. Every aspect of a M&A transaction considering possible German peculiarities is illuminated by the authors: preparatory steps, the sale and purchase agreement as well as post-closing measures. Furthermore, there is relevant information on taxation, employment law and competition law issues. Some precious insight is given on tactical strategies for companies in the forefront of a takeover.

Contains answers by experts to a series of questions based on a fictional case study of an international business which wants to buy or sell a company, or change its operations, in a given country. The questions are chiefly about the business's relations with its employees.