Merger and/or Consolidation of Employer:

A study of relevant laws and jurisprudence involving the effects of Merger and/or
Consolidation of employer.
Main outline/Skeleton
Introduction
The summary of the study- what are the questions to be answered
-what is the subject matter involve
-what are the importance of the study
-what are examples of the study
-why the study is novel and timely
-mpact of mer!er and consolidation
Statement of the prolem
- Situations contemplated by the study
- "evisit of the #$ case factual summary
Statement of the issues/su!issues:
WON, there is a gap in the law governing the efects of the merger of employer to its
employees.
WON, the surviving corporation must absorbed the employees of the non-surviving
corporation.
WON, the absorbed employees should be treated as new employees of the surviving
corporation.
WON, the CBA provision of the Non-Surviving Corporation on separation pay for
employees, which are terminated by reason of redundancy, should be followed by the
surviving corporation.
WON, there is a need to revisit the doctrine laid down in the case of BPI employees vs
BPI as to the efect of the Union Shop agreement.
Summary of the answers " with the proposal
Proposal:
1. Mandatory assumption of employment contracts of the employees of the non-
surviving corporation.
2. Creation of the sui generis class of employee
3. Applicability of the CBA of the non-surviving corporation to the separation pay of
terminated employees by reason of redundancy.
4. The CBA of the employees of the Non-surviving corporation shall govern them until a
new CBA is agreed upon by the Certifed bargaining agent and the Employer.
5. Reversal of the doctrine laid down in the case of BPI as far as the applicability of the
Union security clause is concern.
6. Extension of the application to case of Consolidation of the Employers.
#iscussion of each issue "
Application ! doctrine " and argument " asis and illustration
$
st
issue:
WON, there is a gap in the law governing the efects of the merger of employer to its
employees.
!A. #iscussion of effects of merger and consolidation
!%& 'orporation code provision and labor code provision
-discuss the insufficiency by providin! scenarios
-discuss some examples in the issue&
-(&)octrine applicable in the case of #$ and the resolution made in (*%%
-discussions are merely obiter dictum definition of obiter and the main rulin! discuss in the
case
-not a sufficient basis and may never be a source of cause of action
-+&n absence of le!islation what will apply
,rticles of Mer!er/'onsolidation
--en&$rinciples of law ,rt . of labor code
-and other presumptive doctrine
.&'onclusion as to the insufficiency of the existin! laws
%
nd
issue:
WON, the surviving corporation must absorbed the employees of the non-surviving
corporation.
A .#octrine in the reso case of %&$$
!'. Introduction of the proposal
Mandatory assumption of employment contracts of the employees of the non-surviving
corporation.
-limitation of the proposal only if the surviving corporation will continue the
business of the non-surviving corporation
! Arguments of the proposal
!(rgency
!/o of mer!ers/consolidation of employer in the past months&
-mportance of labor
0abor contract with public int
-,ssets and liabilities assumption by the survivin!/new entity
/'eneficiality/
!$rotection of labor 1safe!uard the ri!hts of the employee2
-Mer!er and 'onsolidation should be treated differently from a mere closure of
business
- 0imitation of the mana!ement prero!ative
Limitation of the proposal only if the surviving corporation will continue the business of
the non-surviving corporation
-3xplain the limitation of the proposal
)rd issue
WON, the absorbed employees should be treated as new employees of the surviving
corporation.
Proposal:
Creation of the sui generis class of employee
- dif of this kind of employee vis a vis a newly hired employee
Discuss why Equal protection clause will not be violated.
benefts - retention of seniority rights and salaries
- must not have a diminution of salary
- illustrate/and expound
cost against the employer -balance the cost against the employer vs the efects to the
employee
4th issue :
WON, the CBA provision of the Non-Surviving Corporation on separation pay for
employees, which are terminated by reason of redundancy, should be followed by the
surviving corporation.
- situation contemplated
- evil sought to be prevented
Proposal and answer:
current legal set up - what governs is the freedom of the parties to stipulate in the
articles of merger or consolidation
- discuss the defect in the legal scenario
Applicability of the CBA of the non-surviving corporation to the separation pay of
terminated employees by reason of redundancy.
- explain the proposal and illustrate
discuss the benefcially of the proposal
- in favor of labor - discuss the industry
The current set up tends to beneft the management instead of labor -
- use consti/ intl principles and historical basis
- the construction and the benefts should be in favor of the employee because the
cause of the termination was not their fault
Limitation of the management prerogative
5th Issue:
WON, there is a need to revisit the doctrine laid down in the case of BPI employees vs
BPI as to the efect of the Union Shop agreement.
- Follow the arguments of the Justice Brion
- expound on the argument
- proposal law -
The CBA of the employees of the Non-surviving corporation shall govern them until a
new CBA is agreed upon by the Certifed bargaining agent and the Employer.
rebuttals of the ratio in the BPI case
- shotgun base
Conclusion:
*ist of Authorities