De Luca & Partners also works closely with a number of Law Firms – and occasionally even for law firms having an employment law department – Private Equity Companies and Investment Funds with which it is typically involved in managing labour aspects of M&A corporate transactions and restructuring of work organizations.
De Luca & Partners, in the field of M&A and restructuring operations, deals with the activity of due diligence in labour law.
The due diligence activity consists of a thorough investigation of each employment law profile of the company’s activity, aimed at verifying a company’s compliance with labour law.
In particular, the primary purpose of due diligence is to provide a description of any critical issues – related to the profiles relating to employment law and concerning the personnel of the target company – potentially relevant to the operation. The survey is mainly aimed at verifying compliance with the mandatory rules of applicable law, collective agreements and any supplementary company agreements.
This due diligence activity refers not only to subordinate employment relationships but also to any other type of contractual relationship of a different nature concerning the subjects who carry out their work in favour of the company on a continuous and organic basis (including self-employed workers, occasional collaborators, agents, workers or service providers). Particular attention is also paid to the analysis of the figures who play a strategic role in the company organization and benefit from a substantial remuneration (so-called key managers), and therefore in case of irregularities could have a significant weight in the negotiations.
In each of the above areas, the analysis will go as far as examining aspects such as length of service, total pay (including fixed salary, bonuses received and fringe benefits recognized), company cost, participation in pension plans, non-competition agreements, insurance coverage, overtime and disciplinary proceedings.
An international group with over 80 years of experience in the research, development, production and distribution of medical products required assistance in an acquisition transaction aimed at securing exclusive distribution rights, with particular focus on contractual and employment law aspects.
A company belonging to an international group operating in the production and distribution of products for scientific research and clinical diagnostics required assistance in restructuring several business divisions through targeted rationalisation of activities and professional roles.
A global company operating in the production and distribution of products for scientific research and clinical diagnostics required assistance in reorganising its Sales and Marketing functions through targeted rationalisation of activities and professional roles.
One of the main electricity providers in Italy required assistance in the acquisition of 70% of the share capital of a target company, aimed at obtaining exclusive control and strengthening its position in the energy services market.
A private equity fund required assistance in the acquisition of a pharmaceutical company specialising in the design and implementation of scientific information campaigns for pharmaceutical products, with particular focus on employment law and contractual implications.
A company belonging to an international group operating in the digital marketing technology sector required assistance in the reorganisation of its Italian branch, as part of a broader global restructuring process involving multiple jurisdictions.