Topic: Employment and labour

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Enforcement of restrictive covenants in commercial transactions

By Ahad Ahmed (Toronto) on April 17, 2018 Posted in Employment and labour, M&A

Restrictive covenants are often a key mechanism by way of which the buyer of a business is able to protect the value of their purchase. Indeed, in a 2017 review of legal trends in Canadian private M&A, Thomson Reuters has reported that non-competition covenants were found in 52% of the closing conditions of share acquisition … Continue reading

Offer of continued employment with buyer does not absolve seller from liability in M&A transactions

By Sara Josselyn (Toronto) on March 28, 2018 Posted in Employment and labour, M&A

A recent decision of the Ontario Superior Court of Justice, Dussault v Imperial Oil Limited, 2018 ONSC 1168 (Dussault), provides a cautionary tale to selling parties in an M&A transaction who intend to limit liability for wrongful dismissal by negotiating for its employees’ continued employment with the buyer. The Dussault decision illustrates that even when … Continue reading

Inherited liability under a workers’ compensation system: a surprise to avoid

By Troy Ungerman (Toronto) on March 8, 2018 Posted in Employment and labour, M&A

Canadian provinces and territories all administer some form of a workers’ compensation system within their jurisdiction. Funded by employer-paid premiums, these no-fault insurance systems provide wage replacement and medical benefits to injured employees who relinquish their right to sue their employer for losses arising from their injuries. In Ontario, for example, the relevant legislation is … Continue reading

Employment considerations in an M&A deal

By Sara Josselyn (Toronto) on June 20, 2017 Posted in Employment and labour, M&A

Parties to an asset transaction should carefully consider the implications of the proposed acquisition on existing employment arrangements, including, non-competition agreements, workers’ compensation programs, and pension plans. The provisions of the Employment Standards Act, 2000, S.O. 2000, c. 41 (ESA), the governing employment standards legislation in Ontario, should be considered when negotiating employment arrangements as … Continue reading

“Acqui-hiring” the best talent

By Sara Josselyn (Toronto) on October 25, 2016 Posted in Employment and labour, M&A, Technology and innovation

Large public companies often acquire small private start-up companies to add new capabilities to their portfolios. This strategy is particularly common in the technology sector, where established players can take their pick of a multitude of start-ups. Given the nascent nature of start-ups, start-ups typically have limited assets, often consisting of a small number of … Continue reading

Change-in-control severance and its impact on key talent retention

By Michael Viner (Toronto) on October 19, 2016 Posted in Employment and labour, M&A

As discussed in previous posts written by my colleagues Victoria Riley and Sara Josselyn, key talent retention is an important consideration for parties to a proposed M&A transaction. The uncertainty of a potential transaction may cause key employees to seek work elsewhere, which could in turn, jeopardize the deal itself. A change-in-control (CIC) severance agreement, … Continue reading

Will the 2016 Federal Budget contain anticipated changes to employee stock options?

By Jessica Lyn on March 16, 2016 Posted in Employment and labour, Tax

There has been much speculation about the tax measures to be included in the new federal government’s first budget that will be presented next week, on March 22. Of particular interest to the start-up and technology communities is whether the budget will introduce changes to the tax treatment of employee stock options. The Liberal party’s … Continue reading

Human capital considerations in M&A transactions

By Troy Ungerman (Toronto) on March 16, 2016 Posted in Corporate finance, Employment and labour

In any M&A transaction, there are a variety of risks that are associated with human capital. Mercer has recently released a report, People Risks in M&A Transactions (the Report), based on a survey of M&A professionals. It provides an analysis of approximately 450 M&A transactions, and interviews corporate and private equity clients, investment bankers, and … Continue reading

Managing the psychological impact of M&A

By Matthew Lau (Toronto) on November 26, 2015 Posted in Corporate finance, Employment and labour

Studies reveal that 50 to 70% of M&A transactions ultimately fail to realize expected synergies and, in fact, many actually dilute shareholder value. One of the causes of M&A failures is that companies often neglect to adequately consider the psychological impact of M&A on their employees. Will I be laid off? Will I be moved … Continue reading

How can companies retain talent during M&A?

By Sara Josselyn (Toronto) on November 5, 2015 Posted in Corporate finance, Employment and labour

Jimmy’s biotech company was doing well. A deal was on the table for a massive pharma conglomerate, Massive-Pharm, to purchase his company via an asset purchase agreement. Everything was going well, that is, until Jimmy’s top sales star, Terry, leveraged the impending purchase to secure a better-paying position at Jimmy’s competitor. After Jimmy’s company lost … Continue reading

Employee retention: good people equals better results

By Victoria Riley (Toronto) on October 29, 2015 Posted in Corporate finance, Employment and labour

Human capital is a critical component of any merger or acquisition. High profit margins and synergistic gains cannot be realized without key talent who are able to motivate employees to achieve high levels of performance. Although there is no simple solution to retaining top performers, retention strategies should be adopted in any merger or acquisition. … Continue reading

A guide to change-in-control arrangements

By Hoori Chitilian on May 21, 2015 Posted in Corporate finance, Employment and labour, Governance and directors' liability

Conducting thorough due diligence with respect to a target company’s compensation plans, employment agreements, employee benefit plans and employee policies is an integral component in evaluating a potential merger or acquisition. For an acquiror, another significant piece of the overall picture with respect to compensation, however, is the impact of a merger or acquisition on … Continue reading

The hazards of intellectual property issues in employment agreements

By Steven Zuccarelli on October 2, 2014 Posted in Corporate finance, Employment and labour, Intellectual property

This blog post was co-written with Brian Chau, an Associate in Norton Rose Fulbright’s Toronto office. Businesses of all sizes are increasingly becoming aware of the strategic and commercial value of intellectual property (IP). Startups which are just getting off their feet; scaling businesses which are growing in both revenue and size; and … Continue reading

Seminar: Norton Rose Fulbright’s 7th Annual Mergers & Acquisitions School

By Sara Josselyn (Toronto) on August 18, 2014 Posted in Antitrust, competition and regulatory, Corporate finance, Employment and labour, Environment, Finance, Governance and directors' liability, Litigation, Real estate, Tax

On Wednesday, September 10, 2014 to Wednesday, October 22, 2014 from 6:30 pm – 8:30 pm (US/Central), Norton Rose Fulbright will be presenting its 7th Annual Mergers & Acquisitions School for corporate, in-house legal, investment banking and private equity professionals in Houston, Texas. This comprehensive program is designed for participants that desire to develop a … Continue reading

Mass terminations in the post-merger context

By Sara Josselyn (Toronto) on June 3, 2014 Posted in Corporate finance, Employment and labour

This blog post was written by Pamela Hofman, an Employment & Labour Associate in Norton Rose Fulbright’s Toronto office. A number of different parties and interests are at play in any merger. Although it may not be at the forefront during merger negotiations and considerations, the acquiring company should turn its mind to the possibility of mass terminations, and … Continue reading

Golden parachutes on the rise during down economy

By guestauthor on April 5, 2012 Posted in Employment and labour, Governance and directors' liability

This post was contributed by Éric L’Italien, Lawyer, Norton Rose Canada Given the shaky economy over the past couple of years and the reduced number of takeovers, mergers and acquisitions, one would have expected a decline in indirect compensation such as golden parachutes. However, according to a recent Alvarez & Marsal study, there has been a 32% increase over the … Continue reading

Labour considerations in asset deals – non-unionized employees

By guestauthor on April 3, 2012 Posted in Employment and labour

This post was contributed by Jean Allard, Partner, Norton Rose Canada From an employment and labour perspective, buying the assets of a business may be preferable to acquiring its shares, as buying assets enables the buyer to clean house and hire new staff. When considering the merits of an asset transaction, however, a buyer should consider … Continue reading

Labour considerations in asset deals – unionized employees

By guestauthor on April 2, 2012 Posted in Employment and labour

This post was contributed by Jean Allard, Partner, Norton Rose Canada There are many business and tax reasons for acquiring the assets of a business instead of its shares. From an employment and labour perspective, buying a business’s assets may be preferable to acquiring its shares because the buyer can clean house and recruit new … Continue reading

Non-compete: get it signed before!

By guestauthor on March 16, 2012 Posted in Employment and labour

This post was contributed by Jean R. Allard, Partner, Norton Rose Canada In a recent Quebec Court of Appeal decision,[1] the court reversed a decision of all previous courts in a case regarding unfair termination for refusal to sign a non-compete agreement three years after the hiring date. In this case, the employer, a pharmaceutical … Continue reading