Due Diligence and Transactions

Nadine has worked on numerous prominent transactions throughout her years of experience gained at Bay Street’s highly recognized law firms, including asset and share purchase and sale agreements, combinations, initial public offerings and outsourcings. Nadine’s experience includes conducting due diligence on the employment, labour, compensation, benefit and pension matters; structuring the employment and labour aspects of the transaction; advising on and drafting the employment, labour and benefit provisions in the transaction agreement; drafting any required notices to employees and unions; and advising on and drafting any required employment agreements, incentive plans and severance agreements.

    Due diligence reviews
    Most transactions will require a due diligence review of the employment, labour, compensation, benefit and pension matters. The scope of the due diligence review can range from the basic minimum to an in-depth review, depending on factors, such as the client’s mandate, the risks associated with the business and the magnitude of the transaction.
    Purchase & sale agreement drafting and reviews
    Purchase and sale agreements typically include a host of employment, labour, compensation, benefit and pension terms, conditions, representations and warranties. These aspects can involve on-going liability exposure even after the transaction closes. As such, it is important that these aspects of the transaction be fully and carefully addressed in the purchase and sale agreement.
    Outsourcings
    Many employment, labour, compensation, benefit and pension matters need to be addressed in outsourcings. Exchanges of the personal information of employees and contractors in the course of outsourcings must be handled with care to comply with privacy laws.
    Retention incentives & transaction incentives; change of control agreements
    When organizations are contemplating or facing a transaction that could affect their structure and existence, it is important that they consider the necessity of implementing retention and transaction incentives. Implementing retention and transaction incentives in periods of transition can benefit companies by retaining the employees necessary to complete the transaction and by motivating them to obtain the best possible value for the company. During these periods, it is also important that companies understand the terms of all existing change of control agreements, including any in executive employment agreements and in incentive plans. To learn more about retention incentives, see Retention Bonuses: Are They Necessary These Days? in A Director’s Guide to Executive Compensation Vol. 4, No. 3 | September 2009.