Private Company Acquisitions - Key Corporate & Employment Issues for the Fledgling Lawyer

Introduction

This 6 part modular webinar series will cover the key points when dealing with private company acquisitions. With the most important asset in most deals being people, a corporate deal needs to be structured properly to integrate the complexities involved in employment law.

Presented by Kate Shepherd and Jackie Sheldon, expert lawyers in their respective fields and joint authors of ‘Advising Effectively on the Employment Aspects in a Corporate Transaction - A Practical Guide for Junior Lawyers’ by Jackie Sheldon & Kate Shepherd - Law Brief Publishing’ the modules will help you to understand the initial issues involved in structuring a transaction from a corporate and employment law perspective, including when to choose a share sale and when to select a business sale, the common stages in a transaction, the key terms in the sale agreement, how due diligence and disclosure operate as well as issues to consider for a smooth completion.

If you are new to advising on corporate transactions or are a junior lawyer or trainee, this modular webinar series is for you.

What You Will Learn

This modular webinar will cover the following:

Module 1 - Fundamentals of Employment Law - Kate Shepherd

• Rights on termination - contract, wrongful dismissal
• Rights on termination - statute, unfair dismissal, redundancy, SOSR

Module 2 - Corporate Aspects - A Summary - Jackie Sheldon

• Difference between share sales and asset sales
• Usual stages involved in private company acquisition
• Key terms in a share purchase agreement
• Additional points to consider in an asset sale agreement
• How due diligence and disclosure operate (due diligence process in detail in module 5)
• Issues to consider for a smooth completion

Module 3 - The Employment Issues in Deals - Kate Shepherd

• TUPE - impact on a sale, obligations on buyer and seller
• Business transfers
• Service provision changes
• Who and what transfers

Module 4 - Specific Considerations when TUPE Applies - Kate Shepherd

• Information and consultation obligations
• Employee liability information
• Dismissals
• Changes

Module 5 - Due Diligence - Jackie Sheldon & Kate Shepherd

• Purpose
• Reporting
• Date rooms
• Questionnaires
• Employment issues
• Pensions
• Contractual aspects not transferred
• Restrictive covenants
• Claims

Module 6 - Warranties & Indemnities - Jackie Sheldon

• What are they?
• Who gives them
• TUPE specific indemnities
• Disclosure
• Limiting liability
• Examples
• Remedies

This webinar was recorded on 27th June 2022