í´ì¸ M&Aì ë²ì ìì - Sullivan & Cromwell
í´ì¸ M&Aì ë²ì ìì - Sullivan & Cromwell
í´ì¸ M&Aì ë²ì ìì - Sullivan & Cromwell
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2.3 Labor Law Issues<br />
continued<br />
The IRPs‟ opinion is not binding upon the parties:<br />
- Whether the IRPs issue a negative or a positive opinion, the parties are free to<br />
proceed as they initially envisaged, even without taking into account any of the<br />
IRPs‘ views<br />
- However, the consultation process must be completed before the decision to<br />
proceed is made – as a result the parties ought to make sure that every relevant<br />
information enabling the IRPs to make a decision is made available to them<br />
There is no mandatory timeline for the completion of the<br />
consultation procedure:<br />
- The IRPs may derail the envisaged timetable by requiring the assistance of an<br />
expert to review the transaction<br />
- They will be less inclined to do so if they have been given precise and clear<br />
information about the transaction and its consequences for the employees<br />
- Although severe criminal sanctions are applicable if these rules are not complied<br />
with, the obligation to consult with the IRPs is manageable in practice, and is less<br />
cumbersome when the target company is listed and acquired through a tender<br />
offer<br />
80
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