Some of the most important, but underestimated issues to arise in a corporate transaction are the transfer of employees, and the management of the legal and practical issues that arise in that process.
We understand the commercial issues and the employment law compliance requirements that arise for the vendor and purchaser on a commercial transaction, and deliver practical solutions.
The majority of our corporate support work is provided either to other corporate law firms on the employment aspects of transactions on which they are lead advisers, or as part of a team of advisers to a client with whose business and employment culture we are very familiar.
The issues that arise in those circumstances typically include:
- Due diligence for purchasers and vendors, with various levels of materiality reporting
- Identification and advice on the treatment by vendors and purchasers of accrued entitlements, including holiday pay, sick leave and other service based entitlements
- Employee consultation requirements for vendor and purchaser
- Employee retention incentives
- Restraint of Trade issues arising on a sale and purchase
- Advice on the transfer of employees covered and bound by collective agreements
- Technical redundancy
- Negotiating and drafting of "employee" sections of agreements for sale and purchase
Some recent corporate transactions in which we have been involved include:
- Advising Tourism Holdings Limited on the employment issues arising out of a restructure of its operations including the sale of its coaching businesses, Milford Sound operations, its Fullers operations and Kelly Tarlton's Aquarium in Auckland.
- Advising Merial New Zealand Limited (through its lead advisers) and its international parent company, an international animal healthcare company on its purchase of certain assets and shares of the Ancare group of companies, in New Zealand and overseas. Ancare is a leading supplier of animal health care products in New Zealand.
- Advising a leading international computer company (through its lead advisers in USA) on its prospective purchase of various New Zealand assets, as part of its purchase of substantial international assets. The transaction involved multiple advisers, across multiple jurisdictions, coordinated by lead advisers in USA.
- Advising Bank of New Zealand Limited in relation to its sale of its investments business to AXA New Zealand.
- Advising the purchaser (through its lead advisers) on the employment aspects of its purchase of Baycorp Advantage's NZ and Australia debt collection business.