The employment law and personnel management issues that arise when businesses are bought and sold are of great concern not only to the employees but also to the management of both purchaser and vendor. This Report will help managers to understand the key practical and legal issues, achieve consensus and involvement at all levels, understand and implement TUPE regulations and identify the documentation that needs to be drafted or reviewed within the context of a merger, acquisition or disposal.

The legal, financial, and business primer to the M&A process Mergers and Acquisitions offers accessible step-by-step guidance through the M&A process to provide the legal and financial background required to navigate these deals successfully. From the initial engagement letter to the final acquisition agreement, this book delves into the mechanics of the process from beginning to end, favoring practical advice and actionable steps over theoretical concepts. Coverage includes deal structure, corporate structuring considerations, tax issues, public companies, leveraged buyouts, troubled businesses and more, with a uniquely solution-oriented approach to the M&A process. This updated second edition features new discussion on cross-border transactions and "pseudo" M&A deals, and the companion websites provides checklists and sample forms to facilitate organization and follow-through. Mergers and acquisitions are complex, and problems can present themselves at each stage of the process; even if the deal doesn't fall through, you may still come out with less than you bargained for. This book is a multi-disciplinary primer for anyone navigating an M&A, providing the legal, financial, and business advice that helps you swing the deal your way. Understand the legal mechanics of an M&A deal Navigate the process with step-by-step guidance Compare M&A structures, and the rationale behind each Solve common issues and avoid transactional missteps Do you know what action to take when you receive an engagement letter, confidentiality agreement, or letter of intent? Do you know when to get the banker involved, and how? Simply assuming the everything will work out well guarantees that it will—for the other side. Don't leave your M&A to chance; get the information and tools you need to get it done right. Mergers and Acquisitions guides you through the process step-by-step with expert insight and real-world advice.

The practice of employment law in a private company acquisition cannot be conducted in a vacuum - it requires not only an understanding of employment law but also particular elements of company law. Jackie and Kate have both been delivering training in relation to the corporate and employment issues in private company acquisitions for many years. They noted that there was no text available analysing the key issues specifically aimed at addressing the needs of the employment team - appreciating that to advise effectively on the employment aspects of the transaction, an understanding of both the corporate and employment aspects was vital. Jackie has spent a number of years working with both undergraduates studying company law, corporate trainees and junior corporate assistants and has aimed to cover the historic questions asked by those new to corporate transactions together with clarifying areas of common confusion in a clear, straightforward manner. Kate qualified as a solicitor and now trains lawyers, HR professionals and managers, as well as advising a diverse set of employers from small and medium sized enterprises to charities, PLCs and international companies. The text includes practical tips and points to note throughout, making it extremely useful to a new practitioner to the area. ABOUT THE AUTHORS Jackie Sheldon - Jackie was a corporate solicitor specialising in mergers and acquisitions. Jackie worked and trained at global law firm, Taylor Wessing, qualifying into their Projects department, working on large corporate transactions. She moved to the Northwest and continued to specialise in corporate transactions, working at Pannones followed by international law firm, Square, Sanders and Dempsey (then Hammonds). Jackie is qualified to teach up to Masters level (receiving a Post Graduate Certificate in Professional Education), is a Fellow of the Higher Education Academy and has now been writing and delivering commercially relevant company law and related topics to both undergraduate and post graduates (including CPD and PSC) since 2006. She is also honoured to use her corporate legal knowledge in her position as a trustee/director, company secretary and vice chair for Mummy's Star - a unique charity in UK and Ireland. Kate Shepherd - Prior to establishing her consultancy Kate Shepherd Associates in 2005, Kate qualified as a solicitor, and practised employment law at a senior level with a leading firm in the Midlands. Kate holds CIPD qualifications, a Post Graduate Diploma in Law and now runs a consultancy specialising in interactive online training delivery. Her team regularly design and deliver workshops to lawyers at both undergraduate and postgraduate level. Kate is also a published author and visiting lecturer for a number of Universities and Business Schools. CONTENTS Chapter 1 - Introduction Chapter 2 - Fundamentals of Employment Law Chapter 3 - Understanding the Corporate Aspects of a Transaction Chapter 4 - Pre-Contractual Documentation Chapter 5 - Due Diligence Chapter 6 - The Employment Issues in Mergers and Acquisitions Chapter 7 - Using Settlement Agreements Chapter 8 - Sale and Purchase Agreement Chapter 9 - The Risk Apportionment Game Chapter 10 - Finishing the Deal Chapter 11 - Employment Considerations Post-Completion Glossary of Terms

The thirty-second edition of the Comparative Law Yearbook of International Business comprises two volumes, each dealing broadly with issues relating to cross-border mergers and acquisitions. Volume A provides 16 chapters and examines mergers and acquisitions in Europe. Volume B provides 16 chapters and treats mergers and acquisitions in North America, Latin America, and Asia and the Pacific. Each consists of national reports and treatments of selected issues within the respective regions. Volume A, Mergers and Acquisitions in Europe, Selected Issues and Jurisdictions, examines asset deals in Austria, practical advice for cross-border transactions, intellectual property issues in cross-border mergers and acquisitions, taxation, and the formal requirement for share and asset transactions involving German companies, as well as national reports on Belgium, Cyprus, the Czech Republic, Greece, Germany, Hungary, Italy, Portugal, Turkey, and Ukraine, and an overview of the European Union.

In a business climate marked by escalating global competition and industry disruption, successful mergers and acquisitions are increasingly vital to the growth and profitability of many corporations. If history is any guide, 60 to 70 per cent of new mergers will fail – and will destroy shareholder value. To date, analyses of the M&A failure rate tend to focus on individual causes – e.g., culture clashes, valuation methods, or CEO overconfidence – rather than examining the problem holistically. The Value Killers is the first book based on a holistic analysis of successful and unsuccessful transactions. Based on research, interviews with top executives, and case studies, this book identifies the key causes of failures and successes and offers prescriptions to increase the odds that future transactions will deliver all the anticipated synergies. The Value Killers offers practical advice in the form of 5 Golden Rules. These rules will help managers and boards to ensure that target companies are properly valued; potential synergies and risks are identified in advance; checks and balances are installed to make sure that the pros and cons of the transaction are rationally and objectively evaluated; mechanisms are created that will trigger termination of bad deals; and obstacles to successful post-merger integrations are assessed (and solutions developed) before the deal closes. Each chapter includes questions for executives considering future M&As to allow them to see whether they are on the right track or not.

This guide offers an insight into the numerous problems of employment law as they impact on construction firms and practitioners, including the use of sub-contractors and part-timers. It also addresses the important issues of employer`s liabilities, tax and training. Written in a similarly straightforward, user-friendly style as the companion Masons`guides, the authors use devices such as checklists to illustrate particularly salient points. With claims from disgruntled employees becoming increasingly common and larger liabilities being placed on employers, this book meets a timely demand.

The most comprehensive guide to all techniques available to European companies, European Cross-Border Mergers and Reorganisations is the ideal reference tool for lawyers, auditors, notaries and scholars working in the field. Providing everything a practitioner needs to co-ordinate a successful cross-border merger, the book analyses the EU Directives and how they have been applied in each of the main EU/EEA member states. The diverging rules for each jurisdiction are highlighted and explained enabling quick comparisons to be made between countries for assessing feasibility of the chosen technique. As well as the requirements, formalities and potential pitfalls of cross-border mergers, each country analysis addresses the relevant aspects of corporate, employment and tax law such as informing shareholders and employees, verification of the legality of the merger, and language requirements. The book also considers other cross-border reorganisation techniques, such as demergers, partial demergers, the transfer of branches of activity, the creation of a Societas Europaea, or a Societas Cooperativa Europea, and the cross-boarder transfer of a company's head office or registered office, providing a practical guide to the best possible solution for a practitioner's client. European Cross-Border Reorganisations: Law and Practice is an easy-to-use reference work for legal, tax and audit professionals involved in mergers.

Employee Benefits in Mergers and Acquisitions is an essential tool to assistboth benefits specialists and mergers and acquisitions professionals examineevery major employee benefits concern likely to arise in the wake of a mergeror an acquisition, including:Legal and tax compliance issuesStrategies to avoid costly litigationSound and reliable business practices for administering benefits andcompensation plans in a M&A settingAnd much more!The 2012 -2013 Edition updates the coverage of legislative and regulatorydevelopments in the past year that affect employee benefits in mergers andacquisitions, including:The effects of the Pension Protection Act of 2006 (PPA), the Heroes EarningsAssistance and Relief Tax Act of 2008 (HEART), the Worker, Retiree, andEmployer Recovery Act of 2008 (WRERA), and the Patient Protection andAffordable Care Act (PPACA) on plans involved in business transactionsDiscussion of the plan fiduciaries' responsibilities in relation to theservice provider fee disclosureThe PPA-mandated IRS and DOL guidance and its effect on plan administrationand issues in mergers and acquisitionsThe final regulations under Code Section 415 on maximum benefits andincludible plan compensationInformation regarding the final IRS regulations concerning 401(k) automaticenrollmentThe latest guidance relating to the American Jobs Creation Act of 2004 onnonqualified deferred compensation and other executive compensationComprehensive modifications to the Internal Revenue Code sections relating to401(k) plans to reflect the guidance relating to Roth 401(k) provisionsAnd much more!

Fully-updated to reflect the latest legislation, regulation, and IRS and DOL guidance, the 2019 -2020 Edition of Employee Benefits in Mergers and Acquisitions is designed for both benefits experts who have little experience with mergers and acquisitions issues and mergers and acquisitions specialists who have little background in benefits administration. Comprehensive, yet easy-to-use, it provides the expert guidance you need to help ensure legal and tax compliance--and avoid costly litigation and penalties--as you work to integrate and administer the employee benefits programs of two or more companies. Written by recognized authority Ilene H. Ferenczy, and a team of noted experts, Employee Benefits in Mergers and Acquisitions, 2019-2020 Edition has been updated to include: The current status of the Patient Protection and Affordable Care Act (PPACA) on plans involved in business transactions, including information regarding new reporting requirements in relation to health plans Discussion of the plan fiduciary's responsibilities in relation to the service provider and participant fee disclosures Discussion of the changes in process to the IRS's procedures in relation to review of documents for tax-qualification Updates to IRS rules for modification of safe harbor 401(k) plans during the plan year The PPACA-mandated IRS and DOL guidance and its effect on plan administration and issues in mergers and acquisitions The latest Supreme Court opinions relating to employee stock ownership plans (ESOPs) and the elimination of the Moench presumption of prudence in purchasing employer securities And much more! Note: Online subscriptions are for three-month periods. Previous Edition: Employee Benefits in Mergers and Acquisitions, 2019-2019 Edition ISBN 9781454897187