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In today’s M&A market, carve-out transactions remain one of the most important tools for private equity sponsors and strategic acquirers seeking to acquire high-value businesses from larger corporate groups. Yet while the commercial rationale may be straightforward, workforce execution rarely is. In global carve-outs, workforce issues often become the difference between a transaction that merely closes and a transaction that actually delivers. In our experience, workforce issues are rarely the reason a carve-out is pursued, but they are frequently the reason a transaction becomes more expensive, more complex, or slower to close than expected – all outcomes which can avoided with careful planning. A carve-out is rarely a simple transfer of employees, contracts and assets. More commonly, it requires separating a business that has been deeply embedded within a seller’s global operating structure, with shared employees, shared systems, centralized payroll functions, common benefit plans, employee representative obligations and differing transfer requirements across jurisdictions.

The key challenge is not identifying every workforce issue before signing – that’s impossible. The challenge is identifying the workforce issues that most likely impact deal certainty, closing timelines, costs, or Day 1 operations and building a practical execution plan around them. Most of these workforce issues ultimately stem from three fundamental questions:

  1. Who actually supports the business?
  2. How do those individuals move from Seller to Buyer?
  3. What must be operational on Day 1 for the business to function?

In practice, these questions often arise under intense time pressure, when the deal team is simultaneously negotiating transaction documents, building a TSA, standing up local employer infrastructure, managing employee communications and trying to preserve critical talent. That is why workforce planning needs to start early and be treated as part of the core separation strategy.

Question 1: Who Actually Supports the Business?

The first workforce question in any carve-out sounds simple: Who is part of the business being sold? In practice, it is often one of the most important and complex exercises in the entire transaction.

Continue Reading Global Carve-Outs: Why Workforce Execution Is Often the Critical Path

Employment law developments across Asia Pacific continue at a rapid pace, with regulators expanding their enforcement powers, unions gaining influence, employees becoming more willing to challenge workplace decisions, and governments introducing significant reforms affecting workforce management.

Our latest AP Employers’ Forum 2026 Highlights and Insights report provides practical guidance on key developments across Australia…

Some historically more employer-friendly APAC jurisdictions are becoming harder to manage as employee protections expand and procedural requirements tighten. In 2026, the region is broadly politically stable, but economic caution, recent elections, and pro-labor legislative agendas are reshaping employment risk in different ways across key jurisdictions. China is emphasizing employment stability and risk containment; South Korea and Australia are advancing employee-friendly labor agendas; and Japan, Singapore, and Vietnam remain relatively stable politically but are seeing increasingly sophisticated employment regulation. For in-house teams, the core risk is not missing a headline reform, but underestimating how process, consultation, and documentation increasingly determine outcomes.

Below are the developments global employers should have firmly on their radar.

1. Workforce Flexibility Is Narrowing—and Execution Risk Is Rising

Across APAC, worker misclassification and restructuring execution have become standout employment risks. In many markets, the primary exposure is no longer just whether an employer has a legal basis to act, but whether it can show the relationship was properly classified and that any termination, redundancy, or outsourcing decision was implemented through a defensible process.

  • South Korea combines aggressive labor reform with real enforcement risk. Unlawful contracting arrangements and illegal dispatch (e.g., subcontracted workers) have long carried criminal liability under Korean law. The Yellow Envelope Act now allows even lawfully subcontracted workers to unionize and bargain directly with client companies. The new administration has also pledged to close even lawful outsourcing loopholes, raising the stakes for businesses that rely on layered service or contractor models.
  • Australia continues moving toward an employee-protective model. Recent reforms driven by legislation and case law have refocused classification analysis on the real substance of the relationship, while courts and regulators are increasingly attentive to consultation, redeployment, and safety in workforce change exercises.
  • China, Japan, and Vietnam each create execution risk, but in different ways. China and Vietnam apply substance-over-form tests that increase recharacterization risk for outsourcing and contractor models. Japan and China are particularly restrictive on termination, requiring clear legal grounds and close procedural compliance. Vietnam does not recognize at-will employment, so even commercially justified exits require careful implementation.
Continue Reading Asia Pacific in Focus: 2026 Employment Law Shifts Global Employers Can’t Ignore

US companies have been granting various forms of share-based awards to employees around the globe for many years, and companies in other countries are increasingly following suit.

Because share-based awards are ubiquitous, and for many companies an important part of the total pay package, we are now also seeing an increasing number of lawsuits and other disputes involving such awards.

Broadly, these disputes can be categorized as follows:

Entitlement Claims

These can arise if a company is eliminating or paring back a previously offered share program. In this case, employees who are no longer eligible for awards or receive less/reduced awards may claim that they have become entitled to the awards, such that the company cannot unilaterally eliminate/reduce the program without otherwise compensating the employee. Employees may also try to raise constructive dismissal claims.

A related issue in this situation is whether a company has to notify or consult with existing Works Council or other employee representative bodies regarding the changes to the share program. If Works Council is found to have a consultation right, implementing the change without such consultation can be very problematic and Works Council can take the company to court.

Increased Severance Pay

If an employee is involuntarily terminated, they are often entitled to statutory severance pay. Severance pay is typically calculated based on the employee’s salary paid during a certain period prior to termination. If share-based award income has to be included as salary for this purpose, this can increase (in some cases, significantly) the amount of severance pay due to the employee.

Continue Reading Mitigation Strategies for Claims Related to Share-Based Awards

What Canadian Employers Need to Know to Ring in 2024

In 2023, we helped Canadian employers overcome a host of new challenges across the employment law landscape. Many companies started the year with difficult cost-cutting decisions and hybrid work challenges. We’ve worked hard to keep our clients ahead of the curve on these issues, as well…

Special thanks to co-author, Jeff Bauman.

It is common practice for US-based multinational companies to adopt executive severance plans to provide for additional benefits to be paid to executives in the event of certain specified termination events, including those in connection with the change of control of the parent. These benefits may consist of…

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