Employment Deal Team

Overview

Nationwide Transaction-Related Experience in Employment, Benefits, Labor and Immigration

The BakerHostetler Employment Deal team provides nationwide, transaction-related experience in all matters related to employment, from negotiating and drafting of management team contracts to assessing and mitigating labor and employment risks to navigating complex employee benefits and immigration issues. Our team works efficiently and practically with one goal in mind: making sure the deal you want gets done.

Our team of practitioners works closely with the BakerHostetler Business Group to lead due diligence and risk assessment on all matters related to employment, benefits, labor and immigration, while simultaneously advising and implementing deal-facilitating strategies to mitigate any identified risks. As a deal progresses, our attorneys negotiate and prepare key employment-related agreements and documentation, including executive employment agreements, offer letters, new hire documentation, retention agreements, separation notices (including any required Worker Adjustment and Retraining Notification (WARN) Act notices), release agreements, employment and key shareholder covenant agreements, and independent contractor agreements. In addition, we review and revise key components of merger and purchase agreements with regard to labor and employment representations and warranties (and related indemnification provisions and carve-outs), restrictive covenants, WARN Act provisions, and employee retention and transition terms.

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The Employment Deal team also has significant experience in providing representation to senior executives and management teams who require counsel independent of the buyer and seller in navigating corporate transactions. These services include negotiating executive employment agreements, retention bonus and separation pay arrangements, change-in-control agreements, and equity grants.

Services:
  • Employment, labor and employee benefits due diligence/risk assessment and mitigation.
  • Seller, key shareholder and employee restrictive covenants.
  • Equity compensation arrangements.
  • Executive/management team employment, retention and/or separation agreements.
  • Labor relations.
  • Employee retention and transition (including WARN Act compliance).
  • Change-in-control agreements and transaction bonus plans.
  • Independent contractor and/or temporary worker arrangements.
  • Immigration compliance.

Select Experience

  • Represented the senior management team of a software company in connection with the company’s sale, handling negotiation of all C-suite executive employment and equity contracts in addition to applicable provisions of the purchase agreement.
  • Represented a hotel property management company in a purchase and sale agreement, aiding our client in avoiding approximately $15 million in pension fund withdrawal liabilities through the purchase and sale.
  • Represented the C-suite executive team of a beverage company in connection with the company’s sale to a private equity firm, handling negotiation of all employment and equity contracts in addition to applicable provisions of the purchase agreement.
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Professionals

Name Title Office Email
Partner Atlanta
Partner Los Angeles
Partner Columbus
Counsel Cleveland
Partner Cleveland
Partner Cleveland
Partner Los Angeles
Partner Atlanta
Partner Columbus
Counsel New York
Partner Washington, D.C.
Partner Houston
Counsel Columbus
Counsel Columbus
Partner Columbus
Partner Cleveland
Associate Washington, D.C.
Associate Atlanta
Counsel Orlando
Partner Atlanta
Partner Columbus
Partner Cleveland
Associate Cleveland
Partner Cleveland
Partner Cleveland
Partner Columbus
Counsel Cleveland
Partner New York
Partner Denver
Partner New York

Experience

  • Represented the senior management team of a software company in connection with the company’s sale, handling negotiation of all C-suite executive employment and equity contracts in addition to applicable provisions of the purchase agreement.
  • Represented a hotel property management company in a purchase and sale agreement, aiding our client in avoiding approximately $15 million in pension fund withdrawal liabilities through the purchase and sale.
  • Represented the C-suite executive team of a beverage company in connection with the company’s sale to a private equity firm, handling negotiation of all employment and equity contracts in addition to applicable provisions of the purchase agreement.
  • Represented the management team of a leading technology company through its sale from one private equity firm to another.
  • Represented a sought-after technology executive in the negotiation of an employment agreement with a major professional sports league.
  • Act as counsel for both buyers and sellers in hotel transactions throughout the United States on labor and employment matters involving assets worth hundreds of millions of dollars. In doing so, we draw on our experience negotiating language in the deal documents to protect the parties from Taft-Hartley pension fund withdrawal liability, and then negotiate with unions to help orchestrate a smooth transition to the purchaser.
  • Assisted in the merger of two of the nation’s largest healthcare systems, conducting due diligence and strategic risk analysis related to employee benefits and executive compensation. Worked with both organizations to evaluate transition strategies and, ultimately, the migration to a common platform for employee benefits across the new system, including the evaluation and design of executive compensation programs, structuring and documenting retention incentives, designing and implementing reduction-in-force severance programs, and analyzing existing executive obligations.
  • Represented a media company in its acquisition of television stations owned by a hedge fund. Our representation included due diligence, negotiation of deal terms and planning and implementing the assimilation of employees into the media company, which required both antitrust and FCC approvals.
  • Regularly help clients obtain temporary work visas for foreign nationals, secure lawful permanent residence (green cards) for valuable long-term employees, and comply with increasingly complex I-9 and E-Verify employment verification rules, if required through a transaction.

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