M&A Transaction Support

We support businesses being acquired and business purchasing another business whether by way of a sale and purchase of shares or the purchase of a business (or part of a business) by way of a sale and purchase of assets to which the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) apply.

We advise businesses on the due diligence process relating to a target company’s workforce, including the structure and population of the data room or interrogation of the same and assist sellers in responding to a buyer’s enquiries and buyers in analysing a seller’s response to their enquiries.

The process will often result in our preparation of a report on the workforce, whether this is a detailed analysis of the information in the data room along with the responses to due diligence enquiries or whether it is a “red flag” report, providing only an overview of the workforce and the employment terms and only raising material issues identified as part of the due diligence exercise.

Following our report we often advise on and negotiate appropriate employment related indemnities and warranties in the applicable transaction documents, the Share Purchase Agreement or the Asset Purchase Agreement.

If TUPE applies to a transaction, we can assist both buyers and sellers with the TUPE information and consultation process.

Our transaction support work will often include the preparation of ancillary transaction documents including new Service Agreements for senior and key employees and drafting appropriate post-termination restrictions to ensure the protection of the business by the buyer post-completion. We also draft and advise on appropriate Settlement Agreements where staff exits are agreed as part of the transaction.

Overview

Senior Executives

Businesses