Post-Merger Integration: Lessons from the "field of battle"

In this article we are discussing the importance of certain aspects to consider during post-merger integration and the importance of addressing the pitfalls embedded in these in the course of the M&A deal itself.

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Strategies for successful post-merger integration should include a thorough analysis of the tax and accounting implications, employment matters as well as the unification of business units that are overlapping or complementing each other.

Tax analysis is important to ensure that the merger does not create any unintended tax liabilities for the merged company. Additionally, it should also identify any potential tax synergies that can be achieved as a result of the merger.

Unifying business units that are overlapping or complementing each other is also important in order to achieve operational efficiencies and cost savings. By eliminating duplication of effort and combining complementary capabilities, the merged company can achieve greater economies of scale and increase its competitiveness in the market.

It is also important to keep in mind that post-merger integration is a complex process that takes time and resources, so in addition to above, there are other important areas, such as for example legal, financial and human resources and culture, to be considered and planned for, in order to achieve the best results possible.

When a merger or acquisition occurs, the legal issues related to employment matters must be considered and addressed. During post-merger integration, the merging companies must comply with laws and regulations related to employment, including laws related to job retention and redundancies, notice and consultation requirements and regulations about non-discrimination.

One important aspect is to ensure that proper and legal procedures are followed during layoffs and redundancies, keeping in mind the legal requirements of the jurisdiction where the company is operating. This may include providing notice, making severance payments, and complying with other legal requirements.

In addition, it is important to ensure that the merger does not lead to discrimination against any employees on the basis of protected characteristics, like race, religion, sex, age, disability and national origin, etc.

It is also important to consider any collective bargaining agreements or union contract that might be in place and how they will be affected by the merger. Companies must comply with the terms of any such agreements and negotiate new agreements where necessary to ensure that the rights of employees are protected and complied with, and the company complies with the law.

Some issues that arise during post-merger integration can be avoided in the course of the M&A deal itself for example by carving out a problematic business unit or reducing the workforce. For example, we have advised an Israeli conglomerate owning a few French companies in a post-merger integration process in which the desired outcome was the merger of two out of a few entities within the group in France. The merger was eventually abandoned due to tax related implications (non-recognition of losses accumulated in one of the entities under the prospective merged entity) as well as well as issues that arose due to the fact that the merger of the newer company had forced our client to establish a works council.

A works council in France is a representative body of employees that has the right to be consulted and informed on certain matters related to the management and running of a company. Works councils have the right to be consulted on matters such as changes to working conditions, the introduction of new technologies, and the company's economic and financial situation. They also have the right to be informed of the company's overall strategy and developments. Works councils are established by law in companies with at least 50 employees.

This was a major issue that affected our client dearly this matter was the one matter which could have been avoided thereby leaving the tax matter as the only matter to be taken into consideration. The issue should have been discovered and brought up during the due diligence process and addressed appropriately. Since there was no French legal counsel (and their former Israeli legal counsel did not advise to retain one - our firm has been retained as their legal counsel following the deal to assist with post-merger integration - we were not involved in the negotiations and due diligence processes) the company neglected to address these properly.

In conclusion, it is important to be aware of the legal, financial, accounting and tax requirements that apply and to consult with legal experts in order to make sure that the company is in compliance with all relevant laws and regulations, this is a key aspect of avoiding any legal liability, operational burden or unnecessary disputes.