Nota Bene Episode 117: The Critical Nature of Labor & Employment Diligence in Corporate Transactions with Kevin Cloutier and Shawn Fabian


From due diligence to post-acquisition, there are various labor and employment issues that businesses should pay attention to in order to ensure smooth corporate transactions and integrations. Employee classifications and trade secret protections are two of several issues we explore in this episode with labor and employment law experts Kevin Cloutier and Shawn Fabian.

Kevin Cloutier is a partner in the Labor and Employment and Business Trial Practice Groups at Sheppard Mullin.  He is the Leader of the Firm's Non-Compete and Trade Secrets Teams. Kevin is a member of the Firm’s Diversity and Inclusion and Compensation Committees and acts as the hiring partner for the Firm's Chicago office. Kevin’s national practice focuses on all areas of labor and employment law and business litigation, with an emphasis on high-stakes, employment-related litigation and proactive investigations and counseling of management-side clients.

Shawn Fabian is a partner in the Labor and Employment Practice Group in the Sheppard Mullin Chicago and New York offices. Shawn works closely with the firm’s Corporate Practice Group on mergers and acquisitions to evaluate the labor and employment liabilities associated with a specific transaction; develop pragmatic, business-oriented solutions to issues that arise during the course of fast-paced transactions; and structure sophisticated executive employment, separation and retention bonus agreements in connection with such transactions.

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What We Discussed in This Episode:

  • What do corporate leadership teams need to know about labor and employment in the context of corporate transactions?
  • Why employee classification is an important item on the due diligence checklist during an acquisition?
  • How can the structure of an acquisition (asset vs. stock) protect against future liabilities?
  • Why is it important to assess the potential liability of employees and their successors?
  • How are a company’s trade secrets best protected during corporate transactions?
  • What are the various types of agreements needed?
  • Can due diligence uncover issues that could affect the price of the transaction?
  • What labor and employment discoveries made during the due diligence phase could affect transaction insurance?
  • Why is it important to pay attention to the language of purchase agreements?
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