Complex transactions and transfers of undertakings

An acquisition, disposal, merger, contribution of assets, outsourcing project or intra-group reorganisation involves far more than corporate documentation. Collective bargaining arrangements, employment contracts, employee information and consultation obligations, employment liabilities, mobility issues, employee benefits and post-transaction harmonisation can all affect valuation, transaction timelines, negotiated protections and ultimately the success of the deal. 

Our lawyers become involved at an early stage to conduct employment due diligence, identify and prioritise risks, assess their financial and operational impact, and reflect those findings in transaction documentation and negotiation strategies. Our advice is designed to support decision-making by identifying potential obstacles, available options and practical measures to manage employment risks while maintaining deal momentum. 

Following completion, effective implementation is essential to ensuring business continuity and employee engagement. We assist with information and consultation processes, secure the transfer of employment contracts, support changes to collective employment arrangements and employee benefit schemes, and help organisations adapt to new operating structures. 

Management, legal and HR teams benefit from a clear and practical roadmap aligned with the priorities and timetable of the transaction. 

Our employment specialists work closely with other CMS practice groups and, for multi-jurisdictional projects, with the member firms of our international organisation, CMS. This integrated approach ensures that employment matters remain fully aligned with the corporate, tax, regulatory, technology and international dimensions of the transaction. 

A dedicated contact coordinates the workstreams, addresses sensitive issues efficiently and anticipates cross-border challenges. This organisation provides clients with a comprehensive view of the transaction through to the stabilisation of the new operating model.

Our assistance is tailored to the maturity of the project and the company's role in the transaction. Before the deal, we map risks and obligations. During the transaction, we structure available options, support negotiations and secure the necessary documentation. Following completion, we assist with implementation, integration and any resulting disputes. 

At every stage, management, legal and HR teams benefit from clear guidance on risks, strategic choices and the operational implications of each option. 

Our key services: 

• employment due diligence: identifying employment liabilities, reviewing employment contracts and collective arrangements, assessing employee representative matters, ongoing litigation, remuneration structures and employee benefit schemes; 
• transaction structuring: analysing transfer rules applicable to employees, designing the appropriate employment strategy, preparing implementation timetables and anticipating employee information and consultation requirements; 
• transaction documentation and negotiations: drafting and negotiating employment provisions, warranties, conditions precedent, employee-related undertakings and required agreements; 
• carve-outs, outsourcing projects and integration: managing employee transfers, harmonising collective arrangements, supporting mobility programmes and addressing differences in employment practices; 
• managing sensitive situations: assisting with discussions involving employee representatives and public authorities, monitoring commitments, preventing disputes and defending the company where challenges arise. 

Our approach combines technical excellence, responsiveness and a strong understanding of business objectives. We provide pragmatic recommendations supported by clear options and actionable implementation plans that can be deployed immediately by in-house teams. 

This enables companies to make informed decisions quickly while safeguarding transaction certainty, maintaining business continuity and preserving constructive employee relations.