Merger Retention Agreements


Retention agreements often appear in merger and acquisition (M&A) scenarios. By retaining key executives, there will likely be fewer hiccups during the M&A process and beyond. As you can see clearly, the last part of the bonus retention agreement is heavily influenced by legality, which means that they are best written by a lawyer. We can`t say it enough: work closely with your lawyer to make sure your deal is flawless and mutually beneficial. The budget for stay bonuses depends on several facts and circumstances. It is a wide range in practice, and in many cases it sucks. In general, the larger the company, the smaller this budget is compared to the selling price. Unfortunately, for small service businesses with few employees, there can be a significant percentage of the selling price. Some sellers choose to pay bonuses to loyal employees just to recognize their contribution to the goodwill value of the company, regardless of customer loyalty. From there, you need to go into finer details that go into what happens if the person is terminated during the detention contract. A retention bonus agreement is a document used to extend a retention bonus to your employees during a merger or acquisition. In short, it provides an incentive in the form of a one-time (or twice) payment sent to your top performers in exchange for their ability to continue working in the organization for a period of time after the M&A event.

Of the employees with a retention agreement who leave the company before the commitment period expires, nearly half (44%) blame the new or changing culture. The other main reasons for their departure are aggressive persecution of competitors (36%) and non-compliance with their new role (25%). “Key employees understand their value in the market, which increases the importance of additional retention tactics,” Oberstaedt said. “The most successful acquirers recognize that binding agreements alone can save time, but not loyalty. And by not using their arsenal of tools to retain companies in turbulent times, companies often lose talent that would serve them well in the long run. Another outcome worth mentioning is the reduction in the size of the retention budget. More than half of acquirers (55%) have a retention budget of less than 1% of total transaction costs, nearly 50% less than in 2014, when the median budget was 1.9%. “While there are many reasons why this decline could happen, we see acquirers becoming more strategic and selective when it comes to using their engagement funds for maximum impact on a talent target audience,” Cianni said.

You need to make sure that the amount you are willing to spend on the retention bonus agreement is enough to entice the person to accept the offer without affecting your bottom line, which can already feel the heat of all the sales that can occur during a merger and acquisition. Next, you`ll want to jump straight to what this letter is about: offering a bonus deal for retention. We recommend getting straight to the point with something like this: Here`s what companies should remember about retention agreements: Think of a retention bonus agreement as the opposite of a departure agreement. While a termination agreement includes payment if the employee agrees that he or she has been discharged fairly, the retention bonus agreement provides the employee with a payment to stay in place. Stay bonuses must be paid a certain number of months AFTER completing your transaction, not before and not at closing. Remember, you need them to stay with the new owner. Most retention incentive premiums are payable within 3 to 12 months of closing a transaction. For key employees who are critical to long-term success, this can take 24 to 36 months. Residence bonus contracts may also include an acceleration provision if they become due when the employment relationship is terminated by the buyer. Ensuring business continuity is critical for most business acquisitions, and for small and medium-sized businesses, this often means retaining key employees. This blog is about using a simple tool called a stay bonus or retention bonus to keep your key people on board through a sale or merger of your business. When you start drafting your retention bonus agreement, you first need to understand how you want your bonus to work.

Usually, companies determine the amount of a bonus they must offer based on a percentage of the employee`s regular salary. And as mentioned earlier, the first step is to create a great attractive retention bonus agreement that you can keep so you can use it when you need it. According to SHRM, employers generally pay retention bonuses to dismissed employees, depending on how long they worked under the agreement. Finally; Retention of key personnel has an impact on the overall success of most M&A transactions. Important employees promote customer loyalty, the quality of products and services and, in some cases, the survival of the company. It`s not always necessary to prioritize key employees to facilitate a sale, merger, or business acquisition, but it should always be considered when developing your exit strategy. Regardless, a new study by Willis Towers Watson, a world-leading consulting, brokerage and solutions firm, notes that companies are making progress in meeting the challenge. The 2017 Global M&A Retention Study reveals that 79% of acquiring companies manage to retain at least 80% of their employees at the end of the retention period through the use of financial retention agreements. In the 2014 Willis Towers Watson Survey on Global M&A Retention, 68% met this threshold. This agreement must be robust and easy to understand.

So be sure to talk to your legal team before offering it, and even tell your employee to ask their lawyer to review it as well. The last thing you want right after a major business event like a merger or acquisition is to end up in court. Offering an early stay bonus occurs when an employee is critical to future performance and would be difficult to replace (p.B a leading designer or salesperson). Or if you need to involve them in the sales process. This may be compensation for the extra work involved. A third situation is when the employee knows that you are considering selling the business and you need it to stay in place. When employees find that their employer is for sale, they naturally become nervous and may be looking for another job or become more open to job postings. When competitors discover that a business is for sale, important employees are likely to be approached and offered signing bonuses to jump the ship. You can mitigate this risk by introducing a holdback bonus from the start. All of these things need to be mentioned in the retention bonus letter so that your employee fully understands what you are offering them. The last thing you want is for your employee to be confused and reluctant to accept the offer, or for countless employees to show up with simple questions that you could have answered in an email/deal. Retaining the most successful people is a priority.

The first step is to create effective retention agreements. Barboni, which is most often expressed as a percentage of base salary, remains the most important financial reward in retention agreements for executives (77%) and other key employees (80%). “Attachment bonuses are important — at least for the duration of the retention period — but they`re only part of the equation for retaining talent,” Cianni said. “Personal awareness through leadership, strategic promotions and employee participation in working groups is also beneficial and will bear fruit in the years to come. In addition, global rewards – especially learning and development, and career opportunities for high-potential talent – can be an important key to success through a strategy that meets employee needs, differentiates compensation among top performers, and improves employee engagement. The survey finds several compelling reasons to start the retention process early by focusing on leaders. Nearly a quarter (24%) of companies asked their target company executives to sign retention agreements before signing the first merger agreement. It makes a difference. Early communication with executives is a remarkable differentiator between high-retention buyers (28 percent) and low-retention buyers (11 percent). “Management typically manages the transaction prior to closing and is most responsible for closing the transaction,” said Scott Oberstaedt, director of executive compensation at Willis Towers Watson. “To ensure they are not distracted by worries about their own future, early communication is crucial to get them on board and align them with the objectives and strategies of the acquisition.

Retention agreements offer a clear personal interest in the success of the new business. In any case, you need to understand the financial aspect of the bonus before offering the incentive to your employees. However, we recommend that you enter into an agreement in the early stages of the merger or acquisition and leave areas that you can fill out later in order to have a document on file and be ready to send. Another scenario is when a business is closed. If this is the case, retention agreements can be used to entice people to stay to complete liquidation operations. If you have any questions about retention agreements, contact an employment lawyer. .