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Are Mergers and Acquisitions Good or Bad for Employees?
One of the most significant reasons companies merge is to enjoy economies of scale, enabling the merger to complete strategic objectives more efficiently and cost-effectively. However, what is designed to strengthen merged companies and make them more streamlined can be bad news for employees at the practical level.
One effect of mergers is that it can lead to redundancies and job cuts, but this isn’t always the case. The outcome of a merger depends on many factors, and before creating one, it’s advisable to consult extensively with skilled NYC business and corporate lawyers. They can help you analyze the changes to expect from the merger concerning employee contracts.
It’s essential to note that mergers and acquisitions may affect more than day-to-day activities. They may impact certain cringe benefits and provisions in their contracts in subtle and complex ways.
Job Losses
In the past, mergers and acquisitions resulted in job losses attributed to redundancies in operations. Most of the jobs targeted were at the senior management and CEO level, with severance packages being issued at dismissal.
As the management team of the acquiring team seeks to minimize costs to finance the acquisition, job losses for employees in redundant departments would be the outcome. Contract lawyers in Manhattan highlight that most of the brunt of layoffs often falls on the target company’s employees.
Changes in Pension and Health Benefits
Manhattan contract lawyers caution against assuming employees’ current and future benefits are carved in stone. Before a specific employee benefit can be eliminated, the merging entities must consider the particular type of benefit and what the other corporate entity agrees to.
The Employee Retirement Income Security Act of 1974 (ERISA) secures a certain level of past pension and health benefits. However, future retirement and health benefits may be subject to change based on the terms of the merger agreement. Some standard terms regarding employee benefits include phrases like “substantially similar” or “at least comparable in the aggregate.”
Once the surviving entity assumes liability for the disappearing company’s plans, the employees’ benefits may remain with the new employer as they were under the old. Unfortunately, this is not always the case. Different organizations have discretion over the nature of the transactions and the division of assets and liabilities related to certain employee benefits.
Impact on Executive Compensation Arrangements
Corporate reorganizations are likely to implicate other types of plans that affect executives. For example, most executives have a severance package to compensate them in the case of an adverse employment action due to a change in control, such as a merger. ERISA may govern the plan if it involves an ongoing administrative scheme protecting the executives’ severance.
Many executives also have provisions for a “golden parachute” that provides additional severance compensation if a hostile takeover acquires their company. Some relevant considerations that may affect the existing contracts concerning such provisions include a 20% excise tax on excess payments. There is also a potential for a “gross-up” to shift the tax burden to the employer.
Mergers and Acquisitions Could Be an Opportunity to Negotiate a Retention Bonus
An acquiring employer may provide executives and employees of the acquired company a retention bonus for not leaving or seeking alternative employment for a specified period. Such a bonus rewards employees for enduring during the transition, probably until the position is removed, to reduce the effect of the disruption caused by the merger.
Usually, bonus plans don’t implicate ERISA, but they may do so if offered with a severance benefit plan. So, consulting experienced contract attorneys in Manhattan is essential to analyze the terms of any retention bonus offered critically.
Changes to Stock Options and Shares
Acquisitions and mergers can raise more questions for employees who hold stock options. Stock options come with a vesting schedule when initially offered, detailing when an employee can purchase them. If an employee holds stock options, they don’t own or vest them, so the acquiring company can cancel the options or accelerate vesting schedules.
Many uncertainties can arise surrounding stock options during a merger or acquisition because there’s no guarantee of what the acquiring company can do. The acquiring company can pay out the shares or substitute them for new ones after the merger.
What Are the Other Impacts of Mergers and Acquisitions on Employees?
In addition to the changes that significantly affect employees in the long term, contract attorneys in Manhattan explain that mergers and acquisitions can have other effects on employees:
Change in Corporate Culture
Company culture is a long-established set of shared values, beliefs, and assumptions within an organization. If the new company doesn’t share this culture, it can be challenging for the target company employees to adjust. The merger can threaten the underlying values or introduce new ones that feel alien to the employees.
Sudden changes in company culture can lead to disruption and unease that can dip morale, productivity, and motivation. Employees, including executives, are likely to change ship if the changes are stressful. Companies should consider these factors before any significant reorganization.
A Skilled Business and Corporate Attorney providing Legal Counsel on Company Reorganization
Conducting due diligence in mergers and acquisitions is crucial, especially concerning employee contracts. Your aim should be to minimize risks by looking at critical factors around the caveat emptor principle on contract law. The best way to do it is to have skilled legal support from experienced business and corporate lawyers in NYC.
They can work with you to ensure the merger will succeed with minimal adverse effects on your employees. The team at Fisher Stone P.C. can evaluate the situation and guide you in protecting your business and employees. Call us at 21-256-1877 to schedule a FREE consultation.
