Managing Human Capital in M&A

This M&A Master Class guides participants through a range of important decisions that need to be made during the acquisition process to navigate human capital challenges. The curriculum provides a pragmatic and interconnected roadmap from initial diligence through post-close cultural alignment and retention. Participants will gain actionable insights into mitigating risks and driving deal value through effective people management.

  • Develop human capital diligence methods
  • Engineer retention mechanisms for key talent on both sides of the transaction
  • Construct a framework for drives integration milestones and value creation

$1,500 | $0 for Members Learn About All Access Membership Accounts

Friday, October 23, 2026 | 10:00 - 3:30 (CST)

Live Online

Human Capital Diligence

  • Identifying key employees, high-potentials, and potential flight risks. 
  • Evaluating leadership team effectiveness and cultural fit.
  • Uncovering hidden liabilities (e.g., underfunded pensions, golden parachutes, change-in-control triggers). 
  • Benchmarking compensation structures against the acquirer's philosophy.
  • Auditing employment agreements, contractor classifications, outstanding litigation, and union agreements.
  • Utilizing surveys and focus groups to diagnose cultural attributes, communication styles, and employee sentiment.
  • Translating diligence findings into a quantifiable risk assessment and integration cost projection.
  • Understanding cultural variations that may impact global transactions

Crafting Employment Strategies

  • Developing a compelling value proposition for target employees
  • Strategies for communicating new roles, responsibilities, and reporting structures
  • Harmonizing total rewards & day-one readiness
  • Aligning titles and leveling: creating a consistent and fair organizational structure
  • Key components: cash bonuses, equity awards, and performance-based incentives
  • Structuring vesting schedules and "cliff" provisions to maximize retention
  • Tailoring packages for different employee segments (executives, key technologists, sales leaders)
  • Determining maximum retention funds and 'at market' ratios to deal value
  • Tax implications and considerations for the company and employees
  • Legal limits that govern techniques for securing critical talent

Designing Retention Agreements

  • Understanding the enforceability of non-compete, non-solicit, and confidentiality agreements.
  • Establishing mentorship and buddy programs.
  • Quick wins: demonstrating commitment to the new team through immediate, positive changes.
  • Monitoring flight risks and developing contingency plans
  • Developing the "change curve" and determining the appropriate pace
  • Designing feedback loops, pacing check-in meetings, and conducting ‘stay’ interviews 
  • Identifying and empowering "change champions" within the acquired organization


The Institute is an accredited provider of CPE and CLE in Illinois. This M&A Master Class offers 4.75 CLE credits and 5.50 CPE Credits. An Illinois certificate will be issued. If you are licensed in another state, please check for reciprocity regarding continuing education credits.