When you buy or sell a company, you buy or sell its people, its pay practices, and its liabilities. We advise on the employment side of mergers, acquisitions, and other corporate transactions, from workforce diligence through closing and integration, so labor and benefits issues are priced into the deal instead of surfacing after you sign. For technology targets, we pay close attention to who owns the IP your new team built.
Workforce Due Diligence
We review the target's employment practices for the problems that move price: misclassified contractors, off-the-clock and overtime exposure, pending charges and lawsuits, restrictive covenants that may not be enforceable, and benefit plans with hidden funding gaps. For IP and technology deals, we confirm that invention assignment and confidentiality agreements are in place so the workforce actually transfers the rights the buyer is paying for.
Employee Transitions
Closing a deal means deciding who stays, who goes, and on what terms. We structure employee transitions including offer letters, transition and retention agreements, and the treatment of accrued benefits and equity. In asset deals we handle the mechanics of terminating and rehiring, and we flag any successor-liability and notice obligations so the change in employer does not generate a wave of claims.
Benefit Plan Matters
Benefit plans carry liabilities that follow the assets, and ERISA does not forgive surprises. We assess retirement and health plans, COBRA continuation, multiemployer plan withdrawal exposure, and parachute and deferred-compensation issues under Sections 280G and 409A. We help you decide whether to assume, terminate, or merge plans, and we draft the representations and indemnities that put the risk where it belongs in the purchase agreement.
Post-Closing Integration
The deal does not end at signing; integrating two workforces is where value is kept or lost. We help harmonize compensation structures, consolidate handbooks and policies, align restrictive covenants across the combined company, and resolve the inevitable conflicts between two sets of pay and leave practices. We keep an eye on retention so the engineers and key contributors you acquired are still there a year later.