The workforce side of a transaction, before and after: what the target's people actually cost, what transfers automatically, what cannot be changed afterwards, and who leaves. In Belgium contracts transfer with every individual and collective condition attached, so an acquirer inherits two sets of terms and reconciles them over years rather than quarters.
The Belgian rule transferring employment contracts automatically to the acquirer, with every individual and collective condition attached to them.
Since when the seller must also bring the identified buyer before the works council.
Essential term can be changed afterwards without the worker agreeing to it.
Workforce cost and structure
What the people cost, fully loaded.
Collective agreements in force
Which committee applies, and what it obliges.
External workforce review
The population the data room leaves out.
Key person and retention risk
Who leaves, and what leaves with them.
Consultation planning
Before the transition, not after signing.
Contract transfer execution
What moves across, and on which terms.
Harmonisation roadmap
Because it takes years, so it needs a plan.
The real cost
Fully loaded workforce cost, including the collective commitments that come with the contracts rather than the payroll line alone. The gap between those two numbers is where most workforce surprises in a deal actually sit.
No inherited surprises
The conditions you cannot change afterwards, identified before you agree a price. Pay, function, hours and seniority move with the person, and none of them can be adjusted unilaterally once they have.
The population nobody counted
Contractors, freelancers and agency workers, who do the work but are not in the employee schedule. Their arrangements do not transfer the way contracts do, and their classification is now your exposure.
A real plan
Harmonisation sequenced over the years it will actually take, with the cost of each step known in advance. Integration plans that assume one set of terms by year one are the ones that quietly fail.
With us | Financial DD | Legal DD | Nothing | |
|---|---|---|---|---|
| What gets examined | People, cost and commitments | Payroll as a cost line | Contracts and litigation | The headcount schedule |
| External workforce | Counted and classified | Usually in a supplier ledger | Contracts, not headcount | Discovered in month three |
| Consultation | Planned into the timetable | Not their scope | Advised on, not run | Handled late, under pressure |
| After closing | We stay for the integration | The engagement has ended | Available if asked | Improvised by the HR team |
| Fits when | People are a material part of it | Always, and it is not enough | Always, and also not enough | Never, though it is common |
Including the ones who are not employees. That number is usually wrong in the data room.
Pre-deal review
Headcount, cost, collective commitments, external workers, and what cannot be changed after closing.
Consultation planning
What has to be told to whom, in what order, and what that does to the transaction timetable.
Transition and transfer
Contracts transferred, conditions carried across correctly, retention handled while people decide.
Harmonisation
Two sets of terms reconciled over the period it genuinely takes, with each step costed and agreed rather than attempted at once. This is the phase integration plans underestimate, and where the value of the deal is kept or lost.
The Belgian rule transferring employment contracts automatically to the acquirer, with every individual and collective condition attached to them.
Since when the seller must also bring the identified buyer before the works council.
Essential term can be changed afterwards without the worker agreeing to it.
Pay and grading structures
Two scales inside one company, on different indexation calendars.
Collective commitments
Sectoral and company agreements that transfer with the contracts.
External workforce
Contractors and agency workers, whose arrangements follow different rules entirely.
Key person dependency
The handful of people the business actually runs on, rarely named in the schedule.
Duplicate functions
Where two organisations both have one of everything, and neither wants to say so.
Works council relations
The history of the relationship, which predicts how the consultation will go.
Automotive and manufacturing
Strong collective structures, so harmonisation is negotiated rather than decided.
Financial services
Consolidation is constant, and external technology populations are large.
Technology and innovation
Where the value acquired is the team, so retention is the whole exercise.
Send us the headcount schedule and the supplier ledger. You get a view of what the workforce really costs, what transfers, and what the consultation calendar does to your timetable.
Driving business success with expert solutions.
