FEATURE
50 www.canadianlawyermag.com
MERGERS & ACQUISITIONS
WHEN COMPANIES think about buying
or merging with other companies, top-of-
mind considerations are likely determining
the value of the asset. What is the brand
recognition of the asset worth in the
Considering
employees during
M&A
With acquisitions come people, and with them
matters of salaries, severance, unions and other
vendor and acquiror considerations
marketplace? Is the vendor's selling price
fair? Has due diligence been done?
Before either party signs on the dotted
line, however, it's worth considering the
employees in the company or division
being purchased. An acquisition can mean
assuming the costs of those employees;
assessing their value to the business (and
whether to keep them); and ensuring that
valued employees move over to the acquiror.
And a unionized workforce has its own
unique set of considerations.
First things first
The first matter for an acquiror to decide
"is what they need to do to run the business
going forward," says Brenda Gosselin,
a corporate and securities lawyer at
Goodmans LLP in Toronto, whose practice
includes M&A and corporate restructuring.
Lawyers must look at a client's big
picture: who they are, what they are
acquiring and what their vision is, "because
that's ultimately going to drive how the deal
is structured and then what gives rise to the
various considerations."
Whether the deal is a share sale or asset
sale affects an acquiror's responsibilities
