We advise on employment issues in M&A transactions including due diligence, employee transitions, benefit plan matters, and post-closing integration of workforces.
Corporate transactions create significant employment law considerations. MC Law's practice addresses employment issues throughout the transaction lifecycle.
We conduct employment due diligence evaluating target company employment practices, pending claims, classification issues, benefit obligations, and compliance posture. Our diligence identifies risks that affect deal terms.
Key issues include employee benefit plan liabilities, change-in-control obligations, workforce integration planning, retention of key employees, harmonization of employment policies, and compliance with WARN Act requirements in connection with any workforce reductions.
Transition planning should address offer terms for retained employees, benefits continuation, severance for terminated employees, restrictive covenant enforceability, payroll and HR system integration, and communication strategies to maintain workforce stability.
Employment due diligence covers pending or threatened litigation, wage and hour compliance, employee classification, benefit plan funding and compliance, union agreements, executive compensation arrangements, and restrictive covenant portfolios.
Retention tools include stay bonuses, equity rollover arrangements, enhanced severance protections, new employment agreements, and retention agreements with vesting tied to continued employment through integration milestones.
Benefit plan treatment depends on the deal structure. Asset purchases allow selective assumption, while stock purchases transfer all plans. Key issues include COBRA obligations, 401(k) plan mergers or terminations, and continuation of welfare benefit coverage during transition.
Order attorney-drafted documents related to this practice.
An agreement used to formalize the termination of a direct hire employee, including provisions for confidentiality, intellectual property, and severance.
An agreement establishing that the work produced is considered 'work for hire' under copyright law, with ownership rights belonging to the hiring party.
An agreement between two entities concerning their collaboration on the development of patentable technology for later commercialization.
A comprehensive agreement outlining the terms and conditions for developing custom software, including project scope, milestones, payment terms, and intellectual property rights.
An agreement for the purchase of computer hardware or equipment.
A comprehensive clearance search plus preparation and filing of one federal trademark application.
Clearance, preparation, and filing, plus responses to routine (non-substantive) Office Actions.
Full-service prosecution from filing through registration, including substantive Office Action responses.