Employee benefits/Executive compensation

Helping our clients get the best out of their people.

Workplace change – anticipating people and reward challenges.

The workplace is evolving fast. Employers are being faced with advancing technology, the increasing impact of AI and digitalization on the traditional workforce, the changing demands of millennials on employers, new ways of working and the “agile advance”. Added to this is the vital importance of having the right culture in the workplace, to minimize legal risk and regulator scrutiny. As companies look to engage in ever-more transformational M&A, an early focus on post deal workforce integration to ensure long-term success is critical.

Our team of HR lawyers works side by side with our clients to deliver excellent practical, innovative and commercial legal advice across all the full spectrum of these challenges.

We want to provide the best of our team to you, whatever the HR legal challenge you face.

Client successes

We advised Anheuser-Busch InBev, the world’s largest beer-maker, on the employment, pension and benefits aspects of its £78.4bn business combination with SABMiller, which was completed in October 2016.

The deal, one of the largest corporate transactions in history and the largest ever takeover of a UK company, was immensely complex and affected over 200,000 employees at the two companies worldwide.

We advised our client on everything from the drafting of the core deal documentation and the communications with SABMiller employees and option-holders, to interactions with the UK Takeover Panel, to consultation processes with employee representative bodies, to the implications of the transaction for AB InBev’s UK pension schemes.

This was a transformational deal for our client that demonstrates our unique ability to provide cross-border advice on all of the HR legal aspects of complex and high-value corporate transactions.

The transaction involved numerous countries in North America, Europe, Latin America, Africa and Asia.

The deal has involved 21 Freshfields’ offices globally, including Brussels, New York, Amsterdam and Paris.

Working with Blackstone Group International Partners LLP on employment and partnership issues including advising on the handling of disciplinary processes and grievances, redundancies, performance improvement processes, settlement agreements, employment taxation and employee handbooks.

This matter reflects our ability to be highly flexible in meeting the demands of a fast paced business with varied and complex arrangements, whether dealing with problems as they arise or spotting potential risks before they develop into issues.

Our very responsive approach and provision of solutions-based advice allow us to support our client in its decision-making processes and the implementation of those decisions.

Advising Boehringer Ingelheim (BI) on its asset swap with Sanofi, involving the sale by Sanofi to BI of its €11.4bn animal health business and the sale by BI to Sanofi of its €6.7bn consumer health care business.

The transaction involved the transfer and assumption of pensions liabilities in at least 40 jurisdictions (including bulk transfer arrangements in certain countries). The transaction structure was complex, and varied between countries. In addition to leading on the negotiation of the core transaction documents and on employee information and consultation requirements, we also advised BI on the proposed treatment pensions issued across the globe.

We have been able to draw on unparalleled levels of experience for this transaction, having advised Novartis on its multibillion-pound, four-part transaction with GSK in 2014 and 2015, another pharmaceuticals transaction involving complex and customized employment and pensions issues across a large number of jurisdictions.

Further to our assistance during the merger process, we are advising LafargeHolcim on the drafting and negotiation of the European Works Council agreement for the combined entity. We also continue providing for strategic advice on pre- and post-merger issues, including internal reorganizations and global trade union matters.

Advising an investment bank in relation to employment issues arising from its internal investigation into certain transactions.

The Bank’s internal investigations had uncovered information to suggest there may have been breaches of Bank policies and/or misconduct on the part of a number of its current and former employees in relation to the transactions. Consequently, the Bank sought advice from Freshfields’ employment team on the steps to take in respect of those individuals. The employment team advised the Bank’s Global Head of Employee Relations, and the Bank’s HR Legal, HR and ER teams on how to suspend and subsequently apply forfeiture to the deferred compensation held by individuals involved in the transactions. The employment team also advised on the potential to bring civil actions for breach of contract and/or breach of fiduciary duties owed to the Bank against certain individuals involved in the transactions. In addition to this, the team advised the Bank on best practice and legal risks, drafted suspension and forfeiture grounds and prepared briefings and memoranda for the panels and for the Bank’s senior management.

This matter illustrates the employment team’s leading presence in the area of employee investigations, building on the team’s ongoing advice to the investment bank during the year on a number of other investigations including (i) market-wide allegations of manipulation and other improper conduct by traders, (ii) alleged breaches of regulatory requirements in a branch of the Bank and (iii) follow-up advice in relation to another investigation involving a number of jurisdictions. The team’s experience in the incentives field also means it can advise on the full range of employee sanctions in each of these investigations.