All on Bord?
In the event of a restructuring you should not forget that some parties would like to have a word with you prior to its implementation - and in fact some might well have the right to do so. The trigger for such right is "change of control" since a number of contracts contain provisions according to which a change in the shareholding triggers information rights or even rights to terminate an agreement. The degree of rights of the other party may vary significantly from clause to clause. Such provisions are standard in loan agreements with banks but can also be found in framework contracts or lease agreements and may lead to some bad surprise if overlooked. If you have negotiated well in the past and have concluded a long term favourable contract for your company, the change of control clause might be a highly appreciated opportunity for your contractual partner to get rid of such agreement. Therefore, prior to any restructuring a short due diligence should be performed in the course of which also change of control clauses are examined. If any risks are identified respective measures can be taken in order to reduce the potential exposure.
In the event of a restructuring you should not forget that some parties would like to have a word with you prior to its implementation - and in fact some might well have the right to do so. The trigger for such right is "change of control" since a number of contracts contain provisions according to which a change in the shareholding triggers information rights or even rights to terminate an agreement. The degree of rights of the other party may vary significantly from clause to clause. Such provisions are standard in loan agreements with banks but can also be found in framework contracts or lease agreements and may lead to some bad surprise if overlooked. If you have negotiated well in the past and have concluded a long term favourable contract for your company, the change of control clause might be a highly appreciated opportunity for your contractual partner to get rid of such agreement. Therefore, prior to any restructuring a short due diligence should be performed in the course of which also change of control clauses are examined. If any risks are identified respective measures can be taken in order to reduce the potential exposure.
Restructuring
You have to break an egg to make an omelette…
Restructuring activities often cause a certain degree of disturbance in a company. Employees and their representatives quickly utter concerns with regard to the safety of the jobs when teams of advisors come and go and ask around for the project room. Many employees worry that they might get a raw deal in the course of the restructuring of the company: the better is the enemy of the good and things have always worked fine the way they have been done so far...
But only if you break new ground will you ensure your success. There can be a number of reasons for a restructuring: growth, strategic reorientation, the preparation of a sale or an IPO, or the simplification of the group structure. Moreover, a restructuring may of course also be triggered by cost or tax aspects or by outsourcing projects.
Some companies take the occasion of a restructuring in order to reflect on a change of the legal form into a Societas Europaea (SE), which may be a good option since it offers the possibility of freezing the current status of co-determination and enables the company to easily transfer its registered seat into another EU-country.
No matter whether it is a cross-border or a mere internal merger, the implementation of a new group structure or a split-up: with professional communication and planning as well as a smooth implementation you can avoid unnecessary complications. And you may well opt for assigning the task of the project management to an expert and concentrate on business as usual in your day-to-day business.
Restructuring activities often cause a certain degree of disturbance in a company. Employees and their representatives quickly utter concerns with regard to the safety of the jobs when teams of advisors come and go and ask around for the project room. Many employees worry that they might get a raw deal in the course of the restructuring of the company: the better is the enemy of the good and things have always worked fine the way they have been done so far...
But only if you break new ground will you ensure your success. There can be a number of reasons for a restructuring: growth, strategic reorientation, the preparation of a sale or an IPO, or the simplification of the group structure. Moreover, a restructuring may of course also be triggered by cost or tax aspects or by outsourcing projects.
Some companies take the occasion of a restructuring in order to reflect on a change of the legal form into a Societas Europaea (SE), which may be a good option since it offers the possibility of freezing the current status of co-determination and enables the company to easily transfer its registered seat into another EU-country.
No matter whether it is a cross-border or a mere internal merger, the implementation of a new group structure or a split-up: with professional communication and planning as well as a smooth implementation you can avoid unnecessary complications. And you may well opt for assigning the task of the project management to an expert and concentrate on business as usual in your day-to-day business.
Holding Structure … Change of Legal Form … Cross Border Merger … Negotiations with the Works Council … Reconciliation of Interests … Incorporation of a Company … Shared Service Center ... Stock Option Plans for Employees … Merger … Down Stream Merger ... Tracking Stocks … Split Up … Social Plan … Corporate Governance … Change of Control ... Co-Determination … Societas Europaea …
Other topics relating to special situations: