Our work included strategic advice and support during the several month long consultation process with the European Works Council as well as the structuring of the worldwide involvement of local works councils or trade unions.

Our team advised on and co-ordinated the employment aspects of the legal separation and reorganisation of the healthcare business with a turnover of US$8.2bn in over 90 jurisdictions and involving the transfer of over 22,000 employees. Our advice covered, inter alia, the employee transfer mechanics and their implementation in the various in-scope jurisdictions as well as, where applicable, the relevant information and consultation requirements triggered by the separation. Our team was also involved in the review of the employment and pensions-related provisions of the local transaction documentation (including the transfer of DB pension liabilities and related funding assets). A large international Freshfields team as well as numerous law firms from our StrongerTogether network, supported by the Freshfields Lab who provided tailored legal tech solutions, were at play to accomplish this project in a timely fashion.

Increasingly such investigations involve complex and sometimes historical allegations relating to #MeToo matters and other serious misconduct issues, such as bullying and harassment allegations. Many of these investigations have been cross-border matters, requiring advice across multiple jurisdictions. Such matters require our team members to blend employment law expertise with advice on regulatory requirements and reputational/media impact. We have advised clients on communications with regulators and other stakeholders in relation to such investigations. We have extensive experience advising on the resolution of issues arising out of investigations and any ongoing disputes for clients using a variety of mechanisms, including mediation and negotiated settlements, as well as advising on complex, high-value tribunal and court claims.

Our advice relates to an EU-wide concept for the directive, which came into force in mid 2023. As first step, we are developing an EU-wide concept, based on the European legal requirements; the second step is to “test” the concept in selected European legal systems; and thirdly roll out the concept throughout the EU. This is a first major mandate relating to the new directive.  Numerous legal issues are “uncharted territory” and pioneering work.  

More and more corporate groups are taking advantage of improved plan funding positions to explore derisking their UK pensions liabilities, such as through buy-in and buy-out transactions with insurers.  We work closely and collaboratively with the company, the plan trustee and all other advisers to achieve a mutually beneficial outcome which protects the interests of both plan members and the corporate group.    

Superfunds are set to be a central part of the pensions landscape, with the UK Government keen to see this market develop further and potentially legislating later in 2025. Freshfields played a leading role in the design and implementation of the Clara-Pensions platform, and subsequently advised on the first transactions by which schemes were consolidated into Clara-Pensions, showcasing our strength in emerging market trends and innovative new structures.

Our advice covered several follow-up issues in relation to the operation of the cross-border employee share option scheme, such as the relocation of plan participants.

We assisted with the drafting and negotiation of the compensation and benefits provisions in the various merger and purchase agreements, including the equity award treatment, which included complicated earnout provisions in several of the deals. We further designed the incentive and retention arrangements that allowed AstraZeneca to retain key employees in each of these significant acquisitions, which was critical to the success of the deals. We continued to advise AstraZeneca on sensitive post-closing integration matters.

We helped navigate a host of compensation and benefits-related considerations, including drafting and negotiating retention agreements with key employees at the signing and dozens of management employees between signing and closing. After the signing of the merger agreement, we continued advising on various employee-related matters, including employee integration and Section 280G.

Our team has been working closely with Teneo on all employment aspects of the high-profile administration (now liquidation), which affected over 13,000 employees across the UK, Germany, France, the Netherlands and the Channel Islands.