Episode 1: The ins and outs of effective corporate acquisitions
Unravel the complexities of business acquisitions with the insight of Katie Harris, Senior Associate – Solicitor in the Employment Team and Chris Dobson, a Partner and Head of our Corporate Team, to dissect the differences between share purchases and asset purchases. Discover the key factors that can make or break your next business deal, from maintaining existing relationships in a share sale to cherry-picking the best parts of a business in an asset purchase. Find out how these decisions can impact everything from your contracts to complying with TUPE regulations—a must-know for HR professionals.
Peek behind the curtain of due diligence—a process as essential to acquisitions as the negotiation table. Learn how to spot liabilities before they become deal-breakers, and how crafty warranties and indemnities can fortify your sale and purchase agreement. For buyers and sellers alike, this conversation is a play book for navigating the strategic chess game of acquisitions.
Explore the art of full disclosure, the safety net of indemnities, and the precision of crafting a sale and purchase agreement that aligns with your peace of mind. We also delve into the mechanics of earnouts, the protections necessary for sellers post-sale, and the need for restrictive covenants to avoid future competition. On this episode, Chris Dobson’s expert guidance, will equip anyone in the corporate sphere with the knowledge to approach mergers and acquisitions with confidence and strategic finesse.
Episode 2: Employment consideration in business takeovers
Following on from the last episode, Katie Harris and Natalie Wood, will guide you through employment issues that come into play with corporate acquisitions. By the end of our conversation, you’ll grasp the critical differences between share and asset purchases—imagine a box of biscuits, where buying shares means taking the whole box, liabilities and all, while asset purchases let you pick just the biscuits you want.
They’ll deep dive into the world of employment due diligence within mergers and acquisitions, where the age-old ‘caveat emptor’ adage truly comes to life. You’ll come away with a clear understanding of the comprehensive nature of due diligence in share sales, versus the targeted scope in asset sales. They also demystify the implications of the Transfer of Undertakings (Protection of Employment) Regulations—TUPE for short—and its role in safeguarding employee transfers.
This episode is a must-listen for anyone keen on mastering the art of navigating employment intricacies in corporate acquisitions.
Episode 3: TUPE explained: employee rights & corporate responsibility
In this episode, Katie Harris and Natalie Wood discuss the Transfer of Undertakings Protection of Employment Regulations 2006 (TUPE).
As they speak about TUPE, they expose the strategies essential for a smooth transition during asset sales, and how they can influence deal timelines and potential post-transfer challenges such as dismissals and contractual alterations. The episode addresses the delicate balance of responsibilities between the selling and buying parties. Employers must be meticulous in planning and executing the transfer of employees, ensuring that all legal requirements are met and that the workforce is kept abreast of developments
Understanding TUPE is crucial for employers and employees alike as it can significantly influence the handling of employment contracts, liabilities, and the overall trajectory of corporate mergers and acquisitions.
Episode 4: Corporate acquisitions: due diligence when buying or selling a business
In this episode, Natalie and Katie cover due diligence. Due diligence is typically one of the most important aspects when buying a business. In most cases, there is no legal obligation for the seller to declare defects or liabilities when selling. The responsibility is on the buyer to conduct their own investigation.
The due diligence is risk management and identifies areas of potential risk and liability, and it is down to our Employment solicitors to put in place measures where possible to mitigate, reduce or remove liability. This is often done through terms of sales, warranties, and indemnities.
Employment due diligence is extremely important, in this episode we cover the difference aspects to consider and why.
Episode 5: Employer pension obligations in corporate acquisitions
Natalie Wood, Associate Solicitor, discusses managing pensions during corporate acquisitions with our expert guest, Maria Riccio, Pension Specialist Lawyer.
Maria talks us through employer’s obligations under the Pensions Act 2008, emphasizing the critical role of workplace pension schemes and auto-enrolment.
She further explains the differences between occupational and personal pension schemes, and the crucial trust documents and contractual paperwork that come into play. Maria breaks down the complexities of defined benefit, defined contribution, hybrid schemes, and small self-administered schemes, ensuring you understand how these can impact your business transactions.
We also explore employee pension protections under TUPE and the thorny issues of Beckman and Martin liabilities. This episode is your roadmap to avoiding pension pitfalls in corporate acquisitions.
Episode 6: Tips for managing immigration risks in corporate acquisitions
Natalie Wood accompanied by guest speaker Chris Harber, Head of the Immigration team at Boyes Turner, will help you understand right-to-work checks during both asset and share purchases in corporate transactions.
Discover the importance of right-to-work checks under TUPE provisions and similar arrangements, and learn the practical steps new employers must take to verify employee status, especially for those with time-limited visas. Chris shares his expert advice on avoiding the pitfalls and penalties of non-compliance.
Their conversation delves into the role that accurate right to work documentation plays in corporate transactions. Sellers will find out how maintaining meticulous right to work records can enhance their credibility and potentially avoid the need for indemnity policies. Meanwhile, buyers will learn the essential due diligence steps to verify all right to work checks, with practical tips on acceptable forms of documentation and how to correctly record and store these checks.
This episode features practical advice for employment law challenges and protecting your investments during corporate acquisitions.
Speakers
Chris Dobson
Chris Dobson is a Partner and Head of Boyes Turner’s Corporate team.
Chris Harber
Chris Harber is a Partner and Head of Immigration at Boyes Turner
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