Restructuring and M&A
German Employment Law Guide
1st Edition
Published on 26. September 2011
324 pages
978-3-504-38177-6 (ISBN)
Description
No detailed description available for "Restructuring and M&A".
More details
Language
English
Place of publication
Koln
Germany
Edition type
Digital original
File size
2,02 MB
ISBN-13
978-3-504-38177-6 (9783504381776)
Copyright in bibliographic data and cover images is held by Nielsen Book Services Limited or by the publishers or by their respective licensors: all rights reserved.
Schweitzer Classification
Content
- Intro
- Preface
- Abbreviations
- I. Restructuring and M&A
- 1. Key terms
- 1.1 Employers and employees
- (a) Employee
- (b) Difference between employees and independent contractors
- (c) Executive employees
- (d) Employer
- 1.2 Operation, company and group
- (a) Operation/part-operation
- (b) Company
- (c) Group
- 1.3 Works council and works council agreements
- (a) Establishing works councils
- (b) Responsibilities of the works council
- (c) Co-determination via works council agreements
- (d) Expenses of the works council
- 1.4 Co-determination at company level
- (a) Supervisory board pursuant to the DrittelbG.
- (b) Supervisory board pursuant to the MitbestG
- 1.5 Trade unions, employers' associations and collective bargaining agreements
- 2. Basics of a dismissal
- 2.1 General requirements
- (a) Hearing of the works council
- (b) Notice of termination
- (c) Notice period
- (d) General protection against dismissal
- (e) Special protection against dismissal
- (f) Legal action against dismissal
- (i) Court proceedings
- (ii) Court settlement
- 2.2 Dismissal for operational reasons
- (a) Entrepreneurial decision
- (b) No vacancies in the company
- (c) Social selection
- (i) Employees with special protection against dismissal
- (ii) Comparable employees
- (iii) Social criteria
- (iv) Legitimate operational interests
- (v) List of employees to be dismissed
- 2.3 Alternative ways to end employment
- (a) Cancellation agreement
- (b) Dismissal for operational reasons with proffered severance payment(sec. 1a KSchG)
- 2.4 Sample employment documents
- (a) Sample notice of termination for operational reasons
- (b) Sample notice of termination with the option of altered employmentconditions
- (c) Sample notice of termination for operational reasons with profferedseverance payment (sec. 1a KSchG)
- (d) Sample of a works council hearing for a planned dismissal for operational reasons
- 3. Types of restructuring measures
- 3.1 Restructuring at the operational level
- (a) Sale of the entire operation or a part-operation
- (b) Closure and relocation of operations
- (c) Outsourcing
- (d) Other types of restructuring measures
- 3.2 Restructuring by transformation of the company
- (a) Merger
- (b) Division
- (c) Transfer of assets
- (d) Change of legal form
- 3.3 Share and asset deal
- 3.4 Timeline for asset deal (including employment aspects)
- 4. Restructuring by company transformation
- 4.1 Transformation agreement
- (a) Responsibility for entering into the agreement
- (b) Content of the transformation agreement
- 4.2 Delivery of the merger/division agreement to the competent works council
- 4.3 Information of the economic committee
- 4.4 Effects on works councils
- 4.5 Effects on works council agreements
- 4.6 Effects on collective bargaining agreements
- 4.7 Sample employment document - merger agreement (excerpts)
- 5. Transfer of business
- 5.1 Historical background
- 5.2 Requirements of a transfer of business
- 5.3 Legal consequences for the employees
- (a) Transfer of employees
- (b) Employment conditions continue to apply
- (c) Transfer of pension obligations
- 5.4 Legal consequences for collective agreements
- (a) Effects on works council agreements
- (b) Effects on collective bargaining agreements
- (i) Basic principles
- (ii) References to collective bargaining agreements
- 5.5 Information of the affected employees and right to object
- (a) Employees' right to object
- (b) Employee information requirements.
- 5.6 Rights of employee representatives
- 5.7 Liability of seller and purchaser
- 5.8 Dismissal due to transfer of business
- 5.9 Sample employment document - information letter pursuant to sec. 613a BGB
- 6. Changes to the operation
- 6.1 Prerequisites for changes to the operation
- 6.2 Reconciliation of interests
- (a) Content of a reconciliation of interests
- (b) Reconciliation of interests proceedings
- 6.3 Social compensation plan
- (a) Content of a social compensation plan
- (b) Enforceability of a social compensation plan
- (c) Conciliation board proceedings
- (d) Specifics of collective dismissals
- (e) Transfer company
- (f) Social compensation plans with trade unions
- 6.4 Parties to negotiations on a reconciliation of interests and socialcompensation plan
- (a) Competence of company works council vs. local works councils
- (b) Practical advice on determining which works council is competent
- 6.5 Timeline for negotiations on reconciliation of interests and socialcompensation plan
- 6.6 Sample employment documents
- (a) Reconciliation of interests
- (b) Social compensation plan
- 7. M&A - employment aspects
- 7.1 Consequences of share deal, asset deal or transformation
- 7.2 Due diligence
- 7.3 Indemnities, representations and warranties (asset deal)
- 7.4 Sample employment documents
- (a) Due diligence request list - employment matters
- (b) Employment clause for sale and purchase agreement (asset deal)
- II. Restructuring in a crisis
- 1. Basics of insolvency law
- 2. Protection of remuneration
- 3. Specifics of dismissals and termination of works council agreements
- 3.1 Termination of employment relationships
- 3.2 Termination of works council agreements and social compensationplans
- 4. Change to the operation during insolvency proceedings
- 5. Acquisition of companies during insolvency proceedings
- III. Selected laws
- 1. Civil Code
- 2. Act against Unfair Dismissal
- 3. Works Constitution Act
- 4. Collective Bargaining Agreement Act
- 5. Act for Co-determination of Employees on Supervisory Boards
- 6. Act for One-Third Participation of Employees on Supervisory Boards
- 7. Company Transformation Act
- 8. Insolvency Act
- Glossary
- Subject index
