Business Restructuring and M&A

Economic changes dictate company actions. Financial uncertainty can lead to closing facilities and layoffs, while an economic upturn can encourage acquisitions and mergers. We assist clients dealing with these challenges and opportunities.

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Clients need to quickly react and understand business restructuring options. We anticipate “what comes next” and provide creative options for the problems that lie ahead.

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Your Strategic Partner

No matter the economic climate, Littler attorneys have decades of experience advising clients engaged in major corporate transactions and restructurings. Corporate change, whether reductions in force, layoffs, facility shutdowns or the spin-off purchase, sale or merger of entities, are subject to labor, employment and benefits law requirements.

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. Similarly, we have handled hundreds of layoffs, business unit closings and associated events, as well as mergers, acquisitions, and spin-offs to bankruptcies, advice on structuring joint venture operations, and plant closings. We are experienced at advising clients facing downsizing for the first time and clients with years of reorganizations in mature industries, so that clients emerge from the restructuring with reduced liability exposure and a leaner and more effective workforce.

Counseled large global company on the acquisition of a major competitor, which had significant union relationships, and helped achieve workforce restructuring initiatives that produced significant nine-figure cost savings.
Guided a new venture-capital company in the telecommunications industry in acquisition of major assets of a “Baby Bell” that enabled the client to drastically reduce the variable cost structure of the operation.
For Southwestern private equity fund, discovered undisclosed liabilities that were so large that it walked away from the deal based on the uncovered liability.
Assisted a large electronics manufacturer with a voluntary exit incentive offered to several hundred employees, accomplishing staff reduction goals without an involuntary phase.
Assisted a large chemical company in downsizing thousands of employees – helped formulate and document selection decisions, determined OWBPA-compliant units, drafted releases and WARN notices, and conducted adverse impact analysis.
Implemented “all hands on deck” approach where U.S.-based team leaders, experienced in global reduction-in-force strategy, brought together Littler lawyers and local counsel around the world to support a complex global RIF project.

The categories of restructuring services we provide include:

Mergers, Acquisitions and Divestitures

We provide legal advice concerning labor, employment and benefits issues. This includes such matters as the impact of unionized status and collective bargaining agreements, withdrawal liability, successorship and vulnerability to federal and state wage and hour laws, automatic transfer of employees, works council and employee consultation, and acquired rights issues. We advise on due diligence inquiries, conduct diligence reviews, prepare reports on diligence topics, and coordinate and synthesize multijurisdictional advice. We also comment on, and suggest edits to, transaction documents, and we assist with labor, employment and benefits matters post-transaction.

We have extensive experience advising on the labor, employment and benefits implication of all types of internal business reorganizations. This includes dealing with labor organizations, addressing collective bargaining obligations, including works council information and consultation requirements, meeting wage-hour and regulatory requirements, drafting legally compliant implementation documents, assisting with necessary regulatory filings and reviewing joint venture arrangements, outsourcing and TUPE, and independent contractor agreements.

Consolidations, Transfer of Operations, Outsourcing and Joint Venture Arrangements

Furloughs and Voluntary Exit Incentive Programs

We work with clients to explore the risks and benefits of alternative means of cost reduction, including furloughs, voluntary early retirement and voluntary exit incentive programs. In the U.S., for example, we advise employers about furlough programs that could be applied to hourly and FLSA-exempt workers to meet staffing needs during periods of decreased revenues, and we advise about similar and simultaneous programs in other countries. In addition, our lawyers draft early retirement or voluntary exit incentive programs, offering opportunities for companies to downsize without taking adverse action against employees.

We support reductions-in-force actions ranging from those impacting thousands of employees to those involving fewer than five employees. Working with our lawyers trained in data analytics, we analyze and document selection criteria, determine notice obligations involving complex scenarios under the laws of different jurisdictions, draft compliant release agreements, prepare statutory and contractual notices, advise on severance plan design and administration and provide attorney-client privileged statistical adverse impact analyses, as well as advise about consultation with unions, governmental bodies and works councils.

Reductions in Force

Bankruptcy Counseling

We work with bankruptcy counsel pre-petition regarding labor, employment and benefits issues. We also advise debtors, creditors, suppliers and entities seeking to acquire some or all of a debtor’s assets on a going-concern basis out of bankruptcy. In the U.S., we provide legal advice regarding Section 1113 of the Bankruptcy Code relating to collective bargaining agreements, Section 1114 relating to retiree health plans, and Section 363 regarding sale of assets and the treatment of labor, employment and benefits obligations and liabilities.

We conduct collective bargaining related to bankruptcy, in the U.S. and other countries, and negotiate with retiree healthcare benefits committees. Additionally, we consult on other bankruptcy issues, such as employee retention opportunities, WARN obligations, adjusting employment claims and executive contracts, bonuses and severance.

Collective Bargaining

Changing Employment Terms

We have international experience helping clients change contractual employment terms, amending benefit plans and renegotiating collective employment arrangements to drive efficiency.