When businesses change hands, what becomes of the people who built them?

When a company is acquired, two businesses merge, or an organisation restructures its operations, the attention often centres on the commercial transaction: the assets being acquired, the liabilities being assumed, and the business opportunities ahead. But behind the transaction documents are employees whose livelihoods may depend on decisions made in rooms they will never enter.

For these employees, corporate restructuring is not merely a commercial transaction. It can mean waking up to a new employer, an unfamiliar management structure, altered working conditions, uncertainty over years of service, or the prospect of losing a job they have held for decades.

Do employees automatically become employees of the acquiring company? Must they consent before their employment contracts can be transferred? What happens to their salaries, pensions, accrued leave, gratuities, and other employment benefits? Can a new employer unilaterally rewrite the terms of their employment in the name of restructuring? And where the new business has no place for them, who bears the cost of their redundancy?

These questions go to the heart of job security, contractual rights, corporate accountability, and the balance of power between employers and employees. A transaction that makes commercial sense for shareholders may have devastating consequences for workers, particularly where the law does not provide sufficiently clear safeguards for continuity of employment and the preservation of accrued entitlements.

In Nigeria, employment transfer in the context of corporate restructuring raises difficult questions about the relationship between contractual consent, business continuity, and employee protection. Unlike jurisdictions with statutory regimes that provide for the automatic transfer of employment, together with specified protections, in qualifying business transfers, Nigeria does not operate a general, equivalent framework that guarantees such continuity in every restructuring scenario. The legal consequences may therefore depend on the nature of the transaction, the contractual arrangements involved, and the applicable employment protections.

This creates a troubling practical reality: a business can change hands without a corresponding guarantee that the employment relationships supporting it will continue on the same terms.

This article examines these issues, explores the gaps in the existing legal framework, and considers the reforms necessary to ensure that employees are not left behind when businesses change