Topic: Employment and labour

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Acqui-hiring: What we know and what we need to know from a Canadian perspective

“Acqui-hire” transactions, which are particularly prevalent in the context of start-up technology-related M&A transactions in the U.S., focus on acquiring a company primarily to obtain its employees and their skills, in addition to other possible assets (see our earlier post on acqui-hires). In these type of transactions, it is thought that the greatest perceived value … Continue reading

Avoiding independent contractor liability in M&A

By Troy Ungerman (Toronto) on July 16, 2019 Posted in Employment and labour, M&A

The distinction between employees and independent contractors is significant as it pertains to workers’ legal entitlements. Employees have an exclusive working relationship with an employer, which engages rights and obligations under applicable employment legislation and the common law. By contrast, independent contractor agreements are entered into by legal and contractual equals. As a result, independent … Continue reading

Non-resident employees: withhold on worldwide income?

By Carl Deeprose (Toronto) on May 9, 2019 Posted in Employment and labour, Tax

ITA regulation 102 requires employers to withhold tax on remuneration paid to non-resident employees who are employed in Canada. This requirement can be avoided by seeking a treaty-based waiver (regulation 102 waiver) or certification as a qualifying non-resident employer. However, often there is not sufficient time to do this before the employment is to begin, or there … Continue reading

Are you a processor of personal information?

By Shreya Gupta (Toronto) on February 14, 2019 Posted in Employment and labour, Privacy and data protection

The typical business model has significantly expanded in recent years, and often includes an element of collecting, using, storing or modifying personal information (also known as “processing”). If you are involved in processing personal information, you may likely be considered a “processor”. As a processor, it is crucial to understand the principles for processing data … Continue reading

Pension plan considerations in the M&A context

By Troy Ungerman (Toronto) on August 7, 2018 Posted in Employment and labour, M&A

In any acquisition, whether for shares or assets, employee benefits and obligations must be taken into account. One of the potentially most onerous obligations includes the provision of pension benefits to employees – this makes it all the more important for companies contemplating acquisitions to consider potential employee pension plan implications. In a share purchase … Continue reading

Enforcement of restrictive covenants in commercial transactions

By Troy Ungerman (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

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

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

By Troy Ungerman (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 Troy Ungerman (Toronto) 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

Employee retention: good people equals better results

By nrfdigitalteam 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

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

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 the points raised below regarding the seller’s workforce, as these … 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