Wage Hour Private Equity Due Diligence
Wage Hour Private Equity Due Diligence
OVERVIEW
A transactional partnership to provide in-depth labor and employment due diligence for private equity and publicly traded clients.
Wage and hour lawsuits have skyrocketed. Verdicts and settlements have reached nine figures, and multi-million dollar payouts are becoming common. State and local governments have passed a dizzying array of expansive laws that are in direct conflict with long-standing federal precedents making comprehensive due diligence difficult and time-consuming.
HOW WE HELP
We are leaders in wage and hour compliance nationwide. In the transactional context, we regularly leverage our extensive wage and hour experience to efficiently help corporate law firms and their clients minimize risks, offering:
- Wage and hour buy and sale-side due diligence. We identify and quantify potential wage and hour liability arising from COVID-related impacts to the business, independent contractor, joint employer, exempt/nonexempt misclassifications, “off-the-clock” work, meal and rest break violations, arbitration/class waivers and other complicated wage and hour issues to allow buyers and sellers to better assess and allocate risk, obtain favorable terms from reps and warranties insurers, and negotiate price adjustments and contractual indemnifications.
- Wage and hour litigation risk exposure analysis. For targets already engaged in litigation, our in-depth exposure analyses allow for a more accurate deal valuation and give the parties the opportunity to appropriately reserve for risk.
- Wage and hour compliance audits and counseling. We efficiently conduct wage and hour audits of pay practices and provide counseling for private equity portfolio clients and public company subsidiaries to help ensure compliance with complicated federal, state, and local laws.
We provide comprehensive support on other critical labor and employment related issues, including:
- US Labor Unions: We identify obligations related to existing unions, collective bargaining agreements, labor law successorship, decisional and effects bargaining, strikes, picketing and lockouts, pending NLRB charges and complaints, and potential union organizing efforts.
- Foreign Works Councils: Drawing on our global team, we analyze specific obligations related to foreign works councils, including notice and consultative bargaining obligations.
- #Metoo/Sexual Harassment/Equal Pay: We identify potential risk and exposure resulting from #Metoo/sexual harassment and equal pay claims that may garner negative media attention.
- Multinational Employment Considerations: Working with Seyfarth colleagues from around the world, we work through complicated employee transfer issues, multinational jurisdictional concerns, and employment-related considerations arising from carve-outs and asset only transfers.
- Immigration: With more than 100 legal professionals, we help multinational companies petition on behalf of foreign employees for the most advantageous form of work authorization—nonimmigrant and/or immigrant visa types—so that our clients are able to strategically plan their workforce and leverage global talent. We also provide top-tier compliance and enforcement services to employers of all sizes who seek to proactively align their workforce strategies to comply with the changing regulations in documenting their employees appropriately, as well as those reacting to enforcement and compliance activities by multiple federal government agencies.
THE SEYFARTH EXPERIENCE
With 400 labor and employment attorneys in 16 offices across 4 continents, we help corporate teams in the following ways:
- Efficient review of data room documents (incorporating Seyfarth Lean principles).
- Preparation of due diligence request lists and tracking of due diligence materials.
- Preparation of scripts for management call and participation in management call.
- Take a leading role on underwriting calls with reps and warranties insurers, and negotiate favorable terms of coverage.
- Drafting of due diligence memorandum inserts.
- Marking up reps and warranties and covenants in asset and stock purchase agreements and compiling and editing disclosure schedules.
- Given our size and experience, we quickly respond to any deal deadlines, partnering with existing corporate counsel to ensure that labor and employment issues are efficiently addressed and that the transaction closes—on time.
A transactional partnership to provide in-depth labor and employment due diligence for private equity and publicly traded clients.
Wage and hour lawsuits have skyrocketed. Verdicts and settlements have reached nine figures, and multi-million dollar payouts are becoming common. State and local governments have passed a dizzying array of expansive laws that are in direct conflict with long-standing federal precedents making comprehensive due diligence difficult and time-consuming.
HOW WE HELP
We are leaders in wage and hour compliance nationwide. In the transactional context, we regularly leverage our extensive wage and hour experience to efficiently help corporate law firms and their clients minimize risks, offering:
- Wage and hour buy and sale-side due diligence. We identify and quantify potential wage and hour liability arising from COVID-related impacts to the business, independent contractor, joint employer, exempt/nonexempt misclassifications, “off-the-clock” work, meal and rest break violations, arbitration/class waivers and other complicated wage and hour issues to allow buyers and sellers to better assess and allocate risk, obtain favorable terms from reps and warranties insurers, and negotiate price adjustments and contractual indemnifications.
- Wage and hour litigation risk exposure analysis. For targets already engaged in litigation, our in-depth exposure analyses allow for a more accurate deal valuation and give the parties the opportunity to appropriately reserve for risk.
- Wage and hour compliance audits and counseling. We efficiently conduct wage and hour audits of pay practices and provide counseling for private equity portfolio clients and public company subsidiaries to help ensure compliance with complicated federal, state, and local laws.
We provide comprehensive support on other critical labor and employment related issues, including:
- US Labor Unions: We identify obligations related to existing unions, collective bargaining agreements, labor law successorship, decisional and effects bargaining, strikes, picketing and lockouts, pending NLRB charges and complaints, and potential union organizing efforts.
- Foreign Works Councils: Drawing on our global team, we analyze specific obligations related to foreign works councils, including notice and consultative bargaining obligations.
- #Metoo/Sexual Harassment/Equal Pay: We identify potential risk and exposure resulting from #Metoo/sexual harassment and equal pay claims that may garner negative media attention.
- Multinational Employment Considerations: Working with Seyfarth colleagues from around the world, we work through complicated employee transfer issues, multinational jurisdictional concerns, and employment-related considerations arising from carve-outs and asset only transfers.
- Immigration: With more than 100 legal professionals, we help multinational companies petition on behalf of foreign employees for the most advantageous form of work authorization—nonimmigrant and/or immigrant visa types—so that our clients are able to strategically plan their workforce and leverage global talent. We also provide top-tier compliance and enforcement services to employers of all sizes who seek to proactively align their workforce strategies to comply with the changing regulations in documenting their employees appropriately, as well as those reacting to enforcement and compliance activities by multiple federal government agencies.
THE SEYFARTH EXPERIENCE
With 400 labor and employment attorneys in 16 offices across 4 continents, we help corporate teams in the following ways:
- Efficient review of data room documents (incorporating Seyfarth Lean principles).
- Preparation of due diligence request lists and tracking of due diligence materials.
- Preparation of scripts for management call and participation in management call.
- Take a leading role on underwriting calls with reps and warranties insurers, and negotiate favorable terms of coverage.
- Drafting of due diligence memorandum inserts.
- Marking up reps and warranties and covenants in asset and stock purchase agreements and compiling and editing disclosure schedules.
- Given our size and experience, we quickly respond to any deal deadlines, partnering with existing corporate counsel to ensure that labor and employment issues are efficiently addressed and that the transaction closes—on time.