Economic times dictate company actions. Financial uncertainty can lead to companies closing facilities and laying off workers, while an economic upturn can encourage acquisitions and mergers. No matter what the economic climate, Littler attorneys have decades of experience advising clients as they go through major corporate transactions and restructurings.
From mergers, acquisitions and spin-offs to bankruptcies and plant closings, we have handled thousands of restructuring and turnaround transactions, addressing employment issues that can impact the success of a deal or derail it altogether.
Our business restructuring team knows how to operate under the pressure of an impending deal or other corporate transaction and can structure employment and labor aspects of a deal to minimize the risks and comply with the laws and regulations.
Because of our vast experience and employment knowledge, we have assisted companies in a wide array of industries and have assisted with some of corporate America’s largest deals. We know what businesses in a given field are being sued for and how to help position employers so that defenses are available to them. Our clients include small and large businesses, as well as international corporations, venture capitalists, private equity firms, investments bankers, accounting firms and management consulting groups.
We have assisted both buyers and sellers during market rebounds, as well as in sluggish economic times. In the recent global downturn, we helped hundreds of clients, including many Fortune 50 corporations that laid off tens of thousands of employees, comply with the laws while maintaining the integrity of their business operations.
In cases of acquisitions and mergers, we may find instances of material non-compliance, allowing a buyer to reconsider the price or the feasibility of a deal. Whether for buyers or sellers, we have extensive resources, such as audit compliance tools, to make sure there are no unexpected discoveries or costly obstacles.
We pride ourselves in providing our clients with a thorough, efficient and accurate checklist of employment requirements. Among the areas in which we assist our clients are the following:
- Identifying and resolving human relations and management culture issues in mergers and acquisitions
- Implementing furloughs, reductions-in-force, downsizing/layoffs and other reorganizations and restructurings to help ensure they are implemented effectively
- Reviewing benefits issues, including withdrawal liability, health and welfare plans, severance agreements, retirement plans and executive compensation arrangements
- Performing due diligence for HR and employment law matters, including reviewing and assessing all contracts to determine the employer's rights and obligations before costly changes are made
- Partnering with human resource professionals to help ensure that post-closing initiatives are implemented
- Addressing compliance with federal and state WARN Acts and other plant closings/RIF laws
- Reviewing release agreements and required disclosures to help ensure compliance with the Older Workers Benefit Protection Act and other applicable laws and regulations
- Reviewing labor agreements, assisting with effects bargaining obligations with unions, and structuring deals to address union-related issues, many of which could be deal-breaking issues
Competition and Trade Secrets
When a business acquires or merges with another company, a key consideration is the enforceability of unfair competition agreements. While such agreements could seem to be minor, effective unfair competition agreements can have a major impact on the outcome of a deal. As employment counsel, we draft and negotiate executive contracts and define job roles and responsibilities, implementing procedures to protect trade secrets and customer relationships.
Labor issues can lead to unexpected disruptions when a company goes through a major structural change. At the early stages of a restructuring, Littler provides due diligence investigations to review and assess all contracts. We help employers structure buy-sell agreements to minimize employers' exposure to labor issues, whether it involves negotiating severance agreements, future pension and retiree medical benefits agreements, closing down agreements, or drafting new cost-saving collective bargaining agreements. We also help clients preserve existing contracts that benefit the ongoing success of the business.
To help ensure a smooth transition, we devise a communications strategy that includes explaining to our clients what information may and may not be disclosed to employees and potential employees during restructuring.
An increasing number of corporate agreements have become global transactions. Littler’s International Employment Law Practice Group aids companies in all aspects of global restructuring. Whether there are issues of global labor relations, human resources management, expatriate employee programs or compliance with global codes of conduct, Littler’s attorneys have the experience to address all of these issues. Littler’s Latin American offices can assist in transactions in virtually any country in Latin America. Moreover, Littler has a number of lawyers who are licensed to practice in a variety of countries in North America, Europe, and Asia. We can quickly assemble an international team that can help companies recognize the ramifications of a deal in another country and take the necessary precautionary measures.