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Employment Aspects of Corporate Transactions - Overview

In conjunction with our corporate and employee benefits lawyers, we advise clients on the myriad labor, employment, and employee benefits issues that arise in mergers & acquisitions, joint ventures, bankruptcies, and other changes in corporate ownership. These issues range across workforce restructuring, union successorship, termination benefits, and benefits continuation. Such situations involve traditional labor issues like successorship under the National Labor Relations Act; collective bargaining issues relating to changes in the enterprise and/or the workforce, including both decision bargaining and bargaining over the effects of certain entrepreneurial decisions on represented employees; and both the setting of initial terms and conditions of employment in the case of acquisitions, and plant-closing and shutdown agreements in the case of divestitures and closings.

Such changes in the business, in the employing entity, and in the workforce have implications in nonrepresented workforces as well. For example, the parties to a transaction must take care that the transaction is structured in such a way as to preserve the flexibility to conduct the business in the manner that the purchaser intends and the allocation of liabilities and responsibilities between the parties is thought through and documented clearly. Workforce restructuring must take place with an eye towards compliance with various antidiscrimination laws. Decisions about employee benefits must be made, whether the client is the purchaser or the seller. New businesses and start-ups require advance planning and the establishment of employment policies, systems, and benefits. Employers undergoing significant changes in the workforce must be sure to plan for and comply with, where necessary, federal and state statutes relating to advance notice of certain shutdowns and mass layoffs, such as the Worker Adjustment and Retraining Notification (WARN) Act. And when bankruptcy becomes the necessary or appropriate solution, there is a plethora of employment, regulatory, collective bargaining, and retiree benefits issues that come into play. Through the close integration of our various practices, Jones Day has the ability to provide advice, strategies and, where necessary, representation in litigation to achieve the client's goals. Moreover, Jones Day utilizes and updates a state-of-the-art Labor & Employment Database, which collects and categorizes all significant work product in the labor and employment field for easy searching and access, enabling lawyers across the Firm to share knowledge and materials so that even within complex projects, Jones Day attorneys can operate efficiently and quickly.