Gun jumping in acquisitions: what HR can and cannot do before closing

Gun jumping means a buyer acts as the target’s owner before regulators clear the deal or it closes. In the EU and the Netherlands in 2026, HR can still plan the integration early. It can also build the buyer’s own team before closing. However, directing the target’s employees or changing their terms has to wait until closing.

What is gun jumping in mergers and acquisitions?

Gun jumping is taking control of a target, fully or partly, before the competition authorities clear the deal. Article 7 of the EU Merger Regulation bans this for deals that meet the EU thresholds. In practice, gun jumping antitrust rules also catch early influence over the target’s daily decisions, including people decisions.

One EU case shows what is at stake. When Altice bought PT Portugal, the purchase agreement let it veto the target’s senior management appointments. Altice also received sensitive business information before clearance. On November 9, 2023, the EU Court of Justice largely upheld the fines, which now total about €115 million.

US buyers know the idea from the Hart-Scott-Rodino Act. It bars reportable deals from closing before the HSR waiting period ends. Deals below the EU thresholds may go to the Dutch competition authority, the ACM, under the same standstill principle.

How long is the gap between signing and closing?

For large deals, the gap often runs for months. In an October 2024 study, BCG found that about 40% of large deals missed their announced acquisition closing timeline. Deals under close review take longer still.

For example, the DAMITT tracker from Dechert, published in July 2026, measures reviews from announcement. It reported a 9.9-month average for significant US merger investigations in the first half of 2026. In addition, Dutch targets in vital sectors or sensitive technology face screening under the Vifo Act. That screening carries its own standstill, so merger clearance alone may not end the wait.

What can HR prepare before closing without gun jumping?

HR can prepare almost everything that sits inside the buyer’s own organization. EU case law allows purely internal preparation, as long as it gives the buyer no influence over the target. In practice, that leaves a lot of room for integration planning.

• The buyer’s own employer in the Netherlands, such as your own BV or an employer of record.
• Recruitment for the buyer’s own roles, such as an integration lead or a European HR manager.
• Permits for your own staff. Non-EU hires, including US citizens, usually need a residence permit, for example an HSM permit. Only an IND recognised sponsor can apply for that permit. A US national in a key position at a US buyer may qualify under the DAFT instead.
• A consultation map, agreed with counsel. In the Netherlands, a target with a works council usually must seek its advice on a change of control. That right comes from the Works Councils Act (WOR).
• Plans built on aggregated or anonymized workforce data. Where you need employee-level detail, counsel can set up a clean team agreement first.

What has to wait until closing to avoid gun jumping?

Anything that lets the buyer steer the target’s workforce should wait until closing. That includes instructing the target’s staff, approving its hires or changing pay, benefits or contracts. Joint hiring or firing decisions with the target also belong after closing.

Purchase agreements can still protect the target’s value, but those protections should stay narrow. Sharing individual salary data is also sensitive, especially when buyer and target compete for the same people. It is personal data under the GDPR, too. Because the line depends on the facts, agree each step with counsel. The table shows where the line usually falls.

HR step	Before closing	After closing
Plan the integration and future structure	Yes, inside the buyer	Put the plan into effect
Hire the buyer’s own integration team	Yes, through the buyer’s own employer	Yes
Apply for permits for the buyer’s staff	Yes, through an IND recognised sponsor	Yes
Map works council and union steps	Yes, agreed with counsel	Follow the agreed process
Share employee-level data	Only through a clean team, if counsel agrees	Yes, within data protection rules
Direct the target’s staff	No	Yes
Approve the target’s hires or senior appointments	No	Yes
Change pay, benefits or contracts	No	Yes, under Dutch law and consultation rules

Why does the buyer need its own employer during the wait?

Because the target should not employ the buyer’s people before closing. It still belongs to the seller, and asking it to hire for you could look like early control. Your integration team therefore needs a separate employer in the Netherlands from the start.

There are three usual routes: your own Dutch BV, registration as a non-resident employer, or an employer of record. Our guide to who employs your people between signing and closing compares them. For the wider picture, see our guide to hiring employees in the Netherlands as a foreign company.

Planning HR around gun jumping with Octagon

Gun jumping rules slow the deal, not your hiring. Since 1987, Octagon has helped organizations move and employ talent across European borders, with compliance at the core. We act as an acquirer’s HR function in Europe until it builds its own.

You decide salaries, benefits and working arrangements, and we carry the employment administration and its compliance risk. As an IND recognised sponsor, we can also apply for permits for the non-EU staff we employ for you. To plan your integration team, email sales@octagon.nl.

Frequently asked questions

What is gun jumping in M&A?

Gun jumping is when a buyer acts as owner of a company before regulators clear the deal. Examples include steering the target’s decisions, vetoing its senior hires or receiving sensitive information without safeguards. Under EU merger rules, it can lead to heavy fines, as the Altice case showed in 2023.

Can we speak to the target’s employees before closing?

Usually yes, within limits. Joint messages agreed with the seller, such as a welcome note or a town hall, are common. However, avoid instructing staff or changing their terms before closing. Route offers to individual employees, such as retention terms, through the seller and your counsel.

Can we hire integration staff before the deal closes?

Yes, as long as they work for the buyer and not the target. They need a lawful employer in the Netherlands, such as your own BV or an employer of record. Non-EU hires also need a permit through an IND recognised sponsor. Until closing, they can plan the integration but should not run the target.

Does the EU gun jumping rule apply to US buyers?

Yes. The EU Merger Regulation turns on turnover, not on where the buyer has its headquarters. So a US company buying a European business can fall under it. The deal may also need clearance under the Hart-Scott-Rodino Act. Ask counsel to map every approval before signing.