Mergers & Acquisitions

Navigating the complex intricacies of labor and employment law is paramount to the success of any M&A transaction. At Lockaby PLLC, our attorneys possess the specialized expertise and strategic insight to guide clients through the complexities of due diligence, workforce integration, regulatory compliance, and employee retention in the context of mergers and acquisitions.

We advise buyers and sellers in preparation for, during, and immediately following M&A transactions, working closely with deal counsel, operations teams, and internal integration teams. Our involvement in the M&A transaction thus spans the planning, due diligence, and integration phases, including the following activities:

• Review and analysis of employment contracts and independent contractor agreements (including any restrictive covenants, such as non-competition, non-solicitation, and non-disclosure provisions) that impact the transaction, including officer, director, and executive contracts;
• Review and analysis of employee benefit plans, including retirement plans, health insurance plans, and deferred compensation plans (such as stock option plans);
• Develop comprehensive employee retention strategies designed to incentivize key talent to remain with the organization post-close, typically through the design of retention bonuses, equity incentives, deferred compensation programs, and other career development opportunities;
• Review, analysis, and preparation of severance and separation agreements;
• Review and analysis of potential, threatened, and pending employment claims and litigation;
• Review and analysis of collective bargaining agreements and union relationships to advise on the implications of a transaction on unionized employees;
• Conduct appropriate audits for any particular transaction, such as equal pay audits, worker classification audits, workplace safety audits, and other relevant wage-and-hour audits;
• Ensure compliance with WARN Act and state-level mini-WARN Act notice requirements applicable to mass layoffs, plant closings, and other large-scale reductions in force; and
• Liaise with deal counsel to negotiate favorable labor-related and employment-related provisions in the transaction’s definitive agreement, including representations and warranties, indemnification provisions (including negotiation of appropriate “caps” and “baskets”), and other provisions that ensure compliance with international, federal, state, and local laws and regulation.

At Lockaby PLLC, our attorneys also help develop and implement strategic workforce integration plans tailored to the unique needs of each transaction, all while mitigating potential labor- and employment-related risks and liabilities. We take great pride in providing clients with a clear understanding of the labor-and-employment landscape applicable to every transaction, enabling them to make informed decisions throughout the deal process. From harmonizing compensation and benefits programs, addressing employee concerns regarding job security and career advancement, or navigating complex regulatory requirements, our attorneys leverage their expertise relating to HR, labor, and employment laws, specifically, and the M&A process, generally, to devise creative solutions that facilitate smooth transitions, reduce legal exposure and liability, and minimize disruptions to business operations.