Employment Law Aspects of Mergers and Acquisitions: A Practical Guide

Overview

Employment Law Aspects of Mergers and Acquisitions: A Practical Guide 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.

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.

This Report will benefit:

Personnel Directors and HR professionals, In-house legal advisors, Recruitment specialists, In-house legal teams, Employment lawyers, Employment and recruitment agency staff, Professional advisors and HR consultants, Venture capital executives.

Content overview:

1 Overview: personnel management issues and acquisition strategy
2 Understanding the target
3 Choosing an acquisition structure – implications for employees
4 TUPE – consequences and effects
5 Information and consultation
6 Absorbing the target
7 Precedents (including drafting notes)

Content

1 OVERVIEW: HR MANAGEMENT ISSUES AND ACQUISITION STRATEGY

• What is ‘M&A’?
• Employment law and HR management issues in context
• Putting the team together
• Documentation

2 UNDERSTANDING THE TARGET

• Generating information
• Due diligence: what to ask for; what to look for
• Data protection
• The vendor’s perspective

3 CHOOSING AN ACQUISITION STRUCTURE

• The share sale/asset sale distinction
• Employment law issues in share sales
• Employment law issues in non-TUPE asset sales
• TUPE: rationale
• Determining whether TUPE applies
• Insolvencies

4 TUPE – CONSEQUENCES AND EFFECTS

• Overview
• Who transfers?
• What transfers?
• Dismissals

5 INFORMATION AND CONSULTATION

• Share sales
• Asset sales: TUPE Regulations 13-16
• Transfer of union recognition and collective agreements
• Vendor’s checklist
• Purchaser’s checklist

6 ABSORBING THE TARGET

• Harmonisation
• Practical steps
• Notifying employees of a change of employer

7 PRECEDENTS (INCLUDING DRAFTING NOTES

• Heads of Agreement
• Information requests
• Share and business sale/purchase agreements – key clauses
• Disclosure letters – key clauses
• Letters to employee representatives
• Section 4 Employment Rights Act 1996 Notices

The author

Michael Ryley is a partner at Masons, where he is head of the Employment Law Group. He is a regular speaker and writer on employment law. He has written extensively on the impact of TUPE on business transfers and is a consulting editor of the employment volume of the Encyclopaedia of Forms & Precedents and a contributor to Jordan’s Employment Law Service. Michael is a member of the CBI’s Employee Relations Panel.

CPD

Thorogood legal reports are accredited by The Solicitors Regulation Authority (CPD reference DVQ/THPU) for continuing professional development as distance learning education.

NB: Solicitors may claim up to 75% (12 hours) of their annual CPD requirement by undertaking distance learning education.

For more information see The Solicitors Regulation Authority

Certificate of completion

Upon reading this publication participants are invited to undertake a final assessment in the form of an on-line multiple choice paper. Upon passing, a certificate of completion will be made available to you, which can be included as part of your CPD requirements should you consider it relevant to your professional development needs.