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.