Employment Issues in Mergers and Acquisitions
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A look at common employment-related issues that come up in mergers and acquisitions, and a few ways to deal with them. Begins with a brief overview of M&A and basic deal structures.
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-- June 2024 is National Volunteer Month --
Check out our June display of books on voluntary organisations
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https://www.productmanagementtoday.com/frs/26903918/understanding-user-needs-and-satisfying-them
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Employment Issues in Mergers and Acquisitions
- 1. Employment Issues in Mergers &Acquisitions Mark Stansbury 1020 Dennison Ave., Suite 101 Columbus, Ohio 43201 mark@stansburylegal.comw w w . s t a n s b u r y l e g a l . c o m
- 2. 1. M&A Basics 2. Employment Issues in M&A 3. Mitigating Risks in M&A
- 3. Mergers and Acquisitions an introduction Merger: A combination of two or more companies into a single company Acquisition: A corporate action in which a company buys the stock or assets of another company.
- 4. Acquisition Asset Purchase Buyer Buyer Shareholders Seller Seller Shareholders Cash or Stock Assets Taxable* Tax Free *Twice, if Seller is a Corporation
- 5. Acquisition Stock Purchase Buyer Buyer Shareholders Seller Seller Shareholders Cash or Stock Stock Taxable Tax Free Becomes a Subsidiary
- 6. Mergers (basic) Buyer Buyer Shareholders Seller Seller Shareholders Cash or Stock Merger Taxable Tax Free
- 7. M&A Alternatives Spin Offs Leveraged Buyouts Employee Stock Ownership Plans (ESOP)
- 8. Deal Process
- 9. Deal Drivers • Sellers sell because: • Retirement, health, business adversity, inability to raise capital or grow, conflict among owners, loss of key personnel. • Buyers buy because: • Profitable business, cash flow, valuable assets (intellectual property), strategic market access, complimentary businesses (economies of scale, vertical / horizontal integration), and to get great employees.
- 10. … and Deal Killers • Securities • Tax & Accounting • Antitrust • International Laws • Intellectual Property • Consumer Protection • Environmental • Employment
- 11. Major Areas of Employment Law Liability • Equal Opportunity (Title 7, ADEA, ADA) • Health and Safety (OSHA) • Wage and Hour (FLSA) • Pensions and Benefits (ERISA & IRC) • Insurance (FICA, PPACA) • Workforce Reduction (WARN) • Collective Bargaining (NLRA) • Immigration (INA, IRCA)
- 12. Risks Related to Employment Issues Tax Issues: Trust Fund Deficiencies Employment Contracts • Assignment of Contracts • Non-Compete Provisions
- 13. Keys to Success: “Simple” Stuff Develop a Plan for Compliance & Records Follow it Implement Reporting Policies Maintain Clear and Searchable Records Ensure Contracts are Assignable Pay All Trust Fund Taxes
- 14. Mitigating Risks in a Merger or Acquisition Transaction Conduct Due Diligence Negotiate Deal Terms Modify the Deal Price
- 15. Due Diligence COST R I S K Run Away! Modify Deal Terms Modify Purchase Price Ignore *from Mergers & Acquisitions from A to Z, 3rd Ed., by Andrew J. Sherman
- 16. Deal Terms Deal Structure • Asset Sale vs. Stock Sale Representations: Facts at time of deal document Warranties: An ongoing promise Indemnification • Holdbacks vs. Clawbacks • Caps & Baskets
- 17. Deal Price
- 18. Mark Stansbury 1020 Dennison Ave., Suite 101 Columbus, Ohio 43201 mark@stansburylegal.com 614.300.5850 w w w . s t a n s b u r y l e g a l . c o m Corporate / Securities / Tax