Business Restructuring and M&A

Employers need to prepare for what’s around the corner

Economic times dictate company actions. Financial uncertainty can lead companies to close facilities and lay off workers, while an economic upturn can encourage acquisitions and mergers. The uncertainty caused by the COVID-19 pandemic has further impacted employers’ restructuring decisions.

Labor shortages, other barriers to talent acquisition, and supply chain bottlenecks – to name just a few – create labor gaps that take their toll on companies. Equally impactful, major depressions in demand across the economy can create the opposite result and force closures and layoffs. In response, companies need to quickly react and implement business restructuring options. As we anticipate “what comes next,” companies may need to assess creative options for the problems that lie ahead.

Littler has the experience to help structure your business to minimize risk

No matter the economic climate, Littler attorneys have decades of experience advising clients as they go through major corporate transactions and restructurings. Our business restructuring team knows how to operate under the pressure of an impending corporate transaction and can structure the employment and labor aspects of a deal to minimize risk and to comply with applicable laws and regulations.

From mergers, acquisitions, and spin-offs to bankruptcies and plant closings, we have handled thousands of transactions, addressing labor, employment, and benefits issues that enable management to forecast likely problems and prospects and can impact the success of a deal or derail it altogether. We have advised clients on closures and furloughs, WARN compliance, and strategies to tackle “The Great Resignation.”

We assist both buyers and sellers through sluggish economic times, as well as during market rebounds. We help locate areas of potential litigation, reputational risk, and material non-compliance, allowing our clients to properly assess a transaction’s value. Whether for buyers or sellers, we have extensive resources, such as audit compliance tools, to help identify costly obstacles.

We support companies in a wide array of industries and have participated in both mid-market and large transactions. We understand the litigation landscape in various industries, which allows us to position clients to have the best defenses available. With the assistance of Littler’s Knowledge Management Department, we keep clients apprised of the complex and ever-changing patchwork of laws impacting them.

Our expertise in niche areas helps us find solutions

We pride ourselves on providing clients with thorough, efficient, and accurate advice regarding the labor and employment requirements of a transaction. We assist our clients with:

• Identifying and resolving human relations (HR) and management culture issues in mergers and acquisitions
• Implementing furloughs, reductions-in-force, downsizing/layoffs, and other reorganizations and restructurings to help ensure they are implemented effectively
• Reviewing benefits issues, including withdrawal liability, health and welfare plans, severance agreements, retirement plans, and executive compensation arrangements
• Performing due diligence that reviews and assesses contracts and policies to determine the employer's rights and obligations, including union-related obligations, before costly changes are made
• Partnering with HR professionals to help ensure that post-closing initiatives are implemented
• Addressing compliance with federal and state WARN Acts, other plant closings/RIF laws, and right-to-recall laws ignited by the pandemic
• Drafting and negotiation of executive contracts and implementing procedures to protect trade secrets and customer relationships, including the evaluation of unfair competition agreements in a deal
• Reviewing release agreements and required disclosures to help ensure compliance with the Older Workers Benefit Protection Act and other applicable laws and regulations
• Evaluating labor agreements, assisting with effects bargaining obligations with unions, and structuring deals to address union-related issues, many of which could be deal-breaking issues

Additionally, labor issues can lead to unexpected disruptions when a company goes through a major structural change. At the early stages of a restructuring, Littler provides due diligence investigations to review and assess all union contracts. We help employers structure buy-sell agreements to minimize employers' exposure to labor issues, whether it involves negotiating severance agreements, future pension and retiree medical benefits agreements, closing down agreements, drafting new cost-saving collective bargaining agreements, or provisions in the transaction documents that relate to such matters. We also help clients preserve existing contracts that benefit the ongoing success of the business.

Our global footprint is a necessity for international transactions

An increasing number of corporate agreements have become global transactions. We assist our client with all aspects of global restructuring. Whether issues arise from work councils, HR management, expatriate employee programs, compliance with global codes of conduct, or quickly changing COVID-19-related laws, Littler’s attorneys have the experience to address all of these issues. Our global footprint allows us to quickly assemble an international team that can help companies recognize the ramifications of a deal in another country and take the necessary precautionary measures.