Legal Skills: Employment law aspects of mergers, acquisitions and outsourcing

Audience

This seminar is a must-attend event for all those involved in the employment aspects of business transfers, in particular:

• In-house lawyers
• Solicitors in private practice
• Human resources managers
• Personnel managers
• Employee relations managers
• Employment lawyers involved with outsourcing and corporate deals

Course Outline

An overview of TUPE

• Overview of employment protection in corporate and commercial deals
• The significance of TUPE applying
• The impact of the new regulations

A closer look at whether TUPE applies in outsourcing and asset sales

• What is a 'relevant transfer'?
• Standard business transfers
• The new concept of 'service provision changes'

If TUPE applies, which employees transfer and what rights go with them?

• Which employees transfer with the business?
• Which rights transfer?
• Pre-transfer dismissals
• Constructive dismissal and the new quasi-constructive dismissal
• Special cases
• Pensions

Structuring the deal, preparatory steps and due diligence

• Identifying the key employment issues
• Pre-sale preparation and reorganisation
• Timing and transitional arrangements
• Purposes of employment due diligence
• Preliminary inquiries
• Disclosure

Employee consultation and information sharing

• Duty to inform
• Duty to consult
• Appropriate representatives
• Remedies for failure to inform or consult
• Knowledge sharing - the new duties and their limitations

Indemnities, warranties and key employment documents

• TUPE indemnities and warranties
• Accommodating the new TUPE in the SPA
• Special provisions for outsourcing
• Employment contracts and compromise agreements
• Drafting tips and potential pitfalls

Redundancies and harmonisation

• Redundancy selection
• compulsory
• non-compulsory
• Dismissals in a TUPE situation
• Harmonising terms and changing employment contracts
• Bringing it all together

Cultural issues and getting the best out of the new workforce - the HR aspects

• Cultural implications
• Managing change
• Overcoming obstacles and barriers
• Maximising performance
• Bringing it all together

Legal Skills: Employment law aspects of mergers, acquisitions and outsourcing / CM024973