Divestiture Strategy
Can an acquirer simply divest at will?
What kinds of restrictions might come into play here?
As the new owner of an acquired company, the acquirer has a great deal of flexibility in how it integrates or separates from the resources it has acquired. Certain restrictions can and often do apply, however. The most common restrictions stem from contracts signed prior to the merger by either the seller or the buyer.
In terms of human resources, the selling company may have signed a labor agreement limiting or penalizing layoffs, and this agreement may extend to a future change of control. In terms of physical assets, the seller may have pledged not to sell assets used as collateral.
Other restrictions stem from federal or state law protecting the interests of various stakeholder groups. Ideally, all of these restrictions will have been faced and resolved during the due diligence process prior to closing.