[author: Sophie Maes]*

When preparing for a corporate transaction, both sellers and buyers want to know potential significant employment liabilities so they can negotiate accordingly. This checklist summarises key employment law issues for buyers conducting M&A due diligence.

We conduct vendor or buyer due diligence exercises to ascertain these liabilities, with a view to the transaction itself and/or post-closing integration and harmonisation exercises.

Our lawyers from around the world have summarised some key employment issues buyers should focus on – in terms of cost and risk – in any M&A due diligence exercise.

Please note: this list is not intended to be exhaustive and regional and national differences will also need to be considered.

1. Compliance issues

Some employment obligations may lead to criminal or civil liabilities in case of non-compliance. They may include:

• Registrations with the relevant tax and social security authorities, mandatory declarations and withholding of required social security and tax contributions
• Non-compliance with minimum terms and conditions such as minimum wages, working time, annual holidays, etc.
• Health & safety obligations
• Discrimination
• Right to work checks and non-compliance with immigration requirements
• Compliance with staff representation rules and information and consultation obligations
• Liability for service providers obligations
• Privacy and data protection

2. Pay, pension and benefit schemes

Ensure that wages,...

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