In March 2026, we hosted Legal Office Hours on “How to Handle Employee Issues When Buying a Business,” where we discussed key employee-related areas buyers should review, such as organizational structure, key personnel, compensation, worker classification, immigration compliance, equity incentives, and employee benefits. We also touched on restrictive covenants, including noncompete and nonsolicit agreements, and how differences in state laws can affect their enforceability and deal considerations.
Question Timestamps
32:19: So in the case of say, let’s say a non-solicit violation, is this a case as with so many in our world that like it probably won’t make sense to litigate anyway? So this is all about, you know, being preventive, threatening people, scaring people off from doing this, but it’s not something you’re likely to pursue. What do you think?
34:51: What if the business you’re buying does business all over the country? How does that affect the geographic constraints of non-solicits in the case of employees, non-competes in the case of sellers?
35:51: How would you calculate a retention bonus? For example, like if the person stays six months, they receive two weeks extra of pay. Give us some example frameworks and models.
37:32: If an employee has a tiny minority, a tiny piece of equity, You’d have to buy them out, and they have to exit just like the seller.
39:30: Can you talk more about the potential risk from buying a company that has misclassified employees as independent contractors in an asset purchase? What exact risk could transfer to you the buyer, particularly if those employees are treated as employees by the buyer from day one?
42:51: And is the way that this catches up with you, that an employee raises their hand or something, that’s the triggering event?
43:23: And in terms of mitigating this risk and structuring around this risk and the deal, can you do things like a holdback, a substantial holdback, forgivability in the cellar note, all stuff where you hold on to the cache until you know that the problem has been addressed on the other side of your transaction and then you release whatever’s left to the seller?
46:14: I’m based in California and acquiring a company through a stock sale. Is the best action for me to make a new employee agreement once I start that has non-solicit parameters. So in other words, he’s inheriting Brandon is inheriting the employee agreements that are in place so he doesn’t have to write new ones but he wants to have non-solicit newly added. How to deal?
48:40: Are you guys aware of examples where worker classification rules at the state level versus the federal level were in conflict and how that was reconciled, what happened?
50:19: When doing an asset purchase can the new entity assume or maintain health insurance and retirement accounts in a way that does not disrupt deductibles loans, et cetera? Or does the new company have to have all new accounts and policies? If so, what are your thoughts on mid-year purchase timings related to this.
52:03: In service businesses, if you can get the opportunity to speak with a limited, you know, employees will probably be a small handful if at all, management maybe. Any tips or tricks on how you diligence their willingness to stay or what they’ll be receptive to and being how they might be incentivized to say so you get the meetings with the key people. What then?
57:46: In an asset deal where you have to rehire the employees. At what time in the process do you start preparing the new employee contracts, James David, to your point about getting in front of stuff, would it be post-LOI pre-close?
58:30: What is a ROBS plan?
- 59:15: But then a more specific question on ROBS. Bill, you mentioned the additional concerns about ROBS. Somebody says, can you elaborate on whatever you meant there? Do you recall?
If you need further assistance or are in the process of negotiating a letter of intent, contact us at info@barlowwilliams.law and we will be happy to discuss your situation.