Restructuring in Barcelona

Different transactions, different rules

A merger, the acquisition of a business unit, outsourcing, closing a site or an internal reorganisation each trigger different employment rules: transfer of undertaking, substantial modification, geographical mobility, collective dismissal or subrogation under a collective agreement.

Identifying which rules apply from the outset allows a realistic timetable and anticipates the information and consultation rights of employee representatives.

Transfer of undertaking

When an economic entity that retains its identity is transferred, the new employer takes over the previous employer’s employment rights and obligations. There are joint liabilities and information duties that must be handled carefully.

Harmonising terms and agreements afterwards is one of the most delicate points. It requires analysis of the applicable agreement and, often, negotiation.

Employment due diligence

Before a transaction, reviewing contracts, agreements, litigation, Social Security contingencies and commitments to staff gives an accurate picture of the risks. That picture informs negotiations on price, warranties and timing.

A degree in Business Administration helps me translate employment findings into business language.

Managing the change

Beyond the rules, how change is communicated and supported shapes workplace climate and talent retention. I work with leadership and people teams on messages, timing and key conversations.

Advice does not replace consultation duties or guarantee any particular outcome, but it does provide a clear framework for deciding and executing with rigour.

A realistic timetable

Restructuring projects often set closing dates that ignore employment timelines: prior information and consultation, notice periods, modification or collective-dismissal procedures, notifications to the labour authority. Building those timelines in from the design stage avoids delays and rushed decisions in the final weeks.

The order of communications also needs planning: employee representatives, leadership teams, affected staff and, where relevant, clients and suppliers. A disorderly leak can create more conflict than the measure itself.

Key people and retention

In many transactions, keeping certain people on board is essential to the project’s success. Retention agreements, incentives or changes to senior-management contracts must be designed carefully so they are valid, proportionate and consistent with the rest of the workforce. I review them together with people teams and the other advisers.

Transfer of undertaking and staff

When a business, a production unit or an autonomous part of it changes hands, the new employer is subrogated in the employment contracts. Workers keep their seniority and conditions, and both the former and the new employer can be jointly liable for certain obligations for a period of three years. This applies to sales, mergers, spin-offs and, in some cases, to the takeover of a service contract when the main workforce or assets are also taken over.

Information to representatives

Both the transferor and the transferee must inform workers' representatives in advance about the date of the transfer, its reasons, the legal, economic and social consequences for workers and the planned measures. If there are no representatives, workers must be informed directly. Failing to do so does not stop the transaction, but it can lead to sanctions and to mistrust that complicates integration.

Labour due diligence

Before an acquisition, a review of the target's labour situation identifies risks that affect the price and the contract: pending claims, irregular contracts, unpaid overtime, incorrect collective agreements, missing equality plans or inspection files. The aim is not to find a perfect company, but to know the real situation and negotiate warranties or adjustments accordingly.

Harmonising conditions afterwards

After a merger, teams often have different agreements, schedules and pay structures. Transferred conditions must be respected, but harmonisation is possible through negotiation, agreements with representatives or, where justified, substantial modification procedures. Planning it in stages avoids unnecessary conflict.

Outsourcing and contractor chains

When a company hires another to carry out its own core activity, it must check that the contractor is up to date with social security and is jointly liable for certain salary and contribution debts. Regular checks of contractors are a simple way to control that risk.

Pensions, benefits and commitments

Some commitments are easy to miss in a transaction: pension or insurance schemes, retention bonuses promised by email, individual agreements on remote work or company cars, and accrued holidays or time off. They are transferred with the contracts and can become claims if ignored. Listing them before signing, and deciding who bears each cost, prevents unpleasant surprises in the first months after the operation.

What to expect from the first conversation

In our first contact you tell me what happened and what worries you. I will tell you whether any deadline requires immediate action, which documents to gather and, broadly, which routes are available. If we decide to work together, you will receive the scope of the engagement and the fees in writing before anything starts.

You do not need to have everything in order or know the legal name for your situation — that is precisely my job. The one thing that matters is not letting time slip by when deadlines are involved. I work in Spanish, Catalan and English.