I am beginning to think there is a sign above my head that says ‘Can I help you?’ yet really I don’t want to help anyone at all.
First up is the legal director, Nigel. He wants me to look at the employment contracts of an acquisition we’ve just made. What am I, an employment lawyer all of a sudden? But I say that in my head; out loud I am more diplomatic. Plenty of people around here say whatever comes into their head without censure, including the legal director’s new number two. A rude and opinionated man, I avoid him when I can.
The old sidekick, a slow and steady man, was recently made redundant, and you don’t get rid of a lawyer without paying him off well. Given how much it cost and how bite-y the replacement, Jasper, has turned out to be, I bet Nigel wishes he’d left things as they were. This might be why Nigel is afraid to ask Jasper to look at the NewCo contracts, preferring to dump on me instead. He says it’s because he wants me to look at the differences in benefits, but I have my doubts. I was involved in the acquisition due diligence and I don’t remember anything untoward.
Comparing benefits
Sure enough, when I look at the actual documents they don’t refer to any benefit specifics in the contract itself, mentioning only a contribution to ‘the company pension scheme’. That’s just how I’d do it. Its incentive plan target is higher than ours, but we know its salary bands are lower, and I have already made a plan to harmonise both fixed and variable pay on the next payout cycle. Even its paid holidays and life insurance are the same as ours. But it seems to have a lot more general clauses in the contract than I’m used to seeing. I find a copy of our template for comparison, and create a quick table comparing clauses side by side.
The NewCo contract is a lot more comprehensive. Even the clauses we do have, seem to be written more clearly and elegantly in the NewCo version; they say what they need to say without leaving any doubt. That’s what you want in a contract: clarity and certainty. More worrying, there are a few things we don’t even touch on in our template, like non-solicitation. That seems a pretty important topic to me, so I highlight it. Even though looking at a paragraph written by a lawyer makes my head swim, I am actually starting to enjoy this. I wonder if we’ve changed the contract template recently, so I go back to an older version but all that seems to have changed is the bit about data protection and GDPR and even that is covered more succinctly in the NewCo contract.
Accessing contracts
Of course, I don’t have access to all contracts, but I have seen a few where I’ve got involved in something special on hire or termination, and I always, always keep them. Should I ever be made redundant, it will be very useful to refer to what concessions have been made for other leavers; I can now prove there is a precedent for offering outplacement services and restricted share concessions outside of any contractual requirements. In time, I’ll have evidence for much more than that. This isn’t paranoia: I’ve worked out that we make at least 5% of the workforce redundant every year, so it’s only a matter of time before they get to me. No one says it out loud, but I think the annual cull is a way the Higher Beings in C-suite keep us on our toes.
Saving copies of contracts and termination agreements is just practical self-defence. What is the point of being in HR if you don’t have a few special insights? I realise that it puts me in breach of data privacy provisions, but for sure I am not the only one holding on to stuff beyond its use-by date. Which reminds me, I really must take a personal ‘backup’ of our policies and plans one of these days. It is no good trying to do this when you are actually leaving, because I am sure the boys in IT will be watching for it then, but if you casually copy a useful document here and there, who’s to know? I read the clause on confidential information again, and yes that would be another breach. But really, who goes into their next job and creates everything from scratch? I’m taking my intellectual property with me.
A new career?
I send Nigel my comparison table, without giving any particular recommendations but highlighting where the NewCo contract seems better. I don’t want to tell him how to do his job. Nigel stops by to tell me what I great work I did and tells me I’ve missed my vocation. In that case, I’ve certainly missed out on a nice fat legal salary, I think. The bad news is he is so pleased that he wants me to help on another project. No. I am not becoming his regular sub. I risk suggesting that Jasper might want to cover that. Nigel insists that Jasper is very busy on another divestiture. I bet. Well, I think I need to take this to arbitration…
Big Bad Boss has been on at me to review a legacy defined contribution plan. I could get started on that now it’s quiet, or I can help Nigel on another project, what does he think? He thinks I can tell Nigel where to go. Well, I say, that might be better coming from him. For once, Big Bad Boss actually does as I say.
Next time... Candid looks at pension investments.
