Business Organization, Labor & Employment Law, Mergers & Acquisitions

Inside M&A - Spring 2013

by Joseph S. Adams, Robert Clary II, Thomas P. Conaghan, Jeffrey Holdvogt, Joanne Ludovici, Jennifer Mikulina, Jeffrey Rothschild, Jake Townsend, Jeffrey Wagner | McDermott Will & Emery on 4/30/2013

Top Five Traps for the Unwary in Spin-Offs - A wave of corporate breakups has swept through the United States over the last few years as investors have taken notice of the fact that smaller companies focused on a...more

Buyer Beware of Successor Liability For FLSA Claims

by Donna Ray Berkelhammer | Sands Anderson PC on 4/23/2013

Businesses often acquire other businesses through an asset purchase, rather than a stock purchase, so that the buyer does not inherit the liabilities of the seller. Not all business owners realize that federal labor law...more

Doing Business in the U.S.

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4...more

Asset Acquisition Comes With Unexpected FLSA Pain

by John Birmingham Jr. | Foley & Lardner LLP on 4/10/2013

Some bargains are not as they seem. An asset-acquiring Company discovered this the hard way in Teed v. Thomas & Betts Power Solutions. In the case, at an auction, Thomas & Betts purchased the assets of a company in...more

Employers Can Inherit The FLSA Liabilities Of Acquired Companies In 7th Circuit

by Michael Cardman | XpertHR - Partnered with LexisNexis on 4/8/2013

A new federal appeals court ruling on March 26, 2013, shows the old warning "buyer beware" applies not just to used cars but also to companies....more

IRS Releases Legal Memorandum Addressing Stock Options and Other Transaction-Related Deductions

by Wilson Sonsini Goodrich & Rosati on 2/1/2013

On January 28, 2013, the Internal Revenue Service (IRS) published a generic legal advice memorandum (GLAM), AM2012-10, addressing the timing under the consolidated return regulations of certain deductions that commonly arise...more

The Gathering Storm: Equity Compensation and 10b5-1 Plans Under Attack

by Christina Costley, Michael Diver, Bruce Vanyo | Katten Muchin Rosenman LLP on 1/24/2013

In this presentation: - The Genesis – Merger Objection Cases - The New Wave of Injunction Cases - Say-on-Pay Injunction Cases - Share Issuance Injunction Cases - Post-Vote Derivative Cases -...more

Beware of Hidden Pension Liabilities in Corporate Transactions

by Mark Newton | Heenan Blaikie LLP on 1/14/2013

In a recent court case in British Columbia, employees who transferred employment as part of a corporate transaction were awarded monetary damages on account of lost pension benefits: Kerfoot v. Weyerhaeuser Company 2012 BCSC...more

HR Professionals: The Key To Smooth Corporate Acquisitions

by Catherine P. Coulter | Dentons on 1/11/2013

Although human resources professionals are not always recognized for their efforts during a corporate acquisition, the work which they do behind the scenes can often make the difference between an acquisition succeeding or...more

Recent Case Suggests How Private Equity Funds Can Protect Against Unfunded Pension Liabilities of Portfolio Companies

by McDermott Will & Emery on 11/6/2012

A recent decision by the U.S. District Court of Massachusetts specifically rejects the 2007 Pension Benefit Guaranty Corporation opinion that private equity funds can be a “trade or business” potentially subject to joint and...more

Business Law Newsletter - November 2012

by Bean, Kinney & Korman, PC on 11/6/2012

In This Issue: - Distinguishing Between Non-Competition Agreements in Employment Agreements and Those in the Sale of a Business...Page 1 - Advantages and Disadvantages of a Partnership...Page 3 - Excerpt from...more

Distinguishing Between Non-Competition Agreements In Employment Agreements And Those In The Sale Of A Business

by Bean, Kinney & Korman, PC on 10/23/2012

While non-competition arrangements are subject to strict scrutiny in the context of employment agreements, enforceability is governed by a more flexible standard when the agreement arises in the context of the sale of a...more

Creating and Managing a Joint Venture in Italy - A brief analysis

by Sinisi Ceschini Mancini - Law Offices - on 9/17/2012

The creation of a joint venture company with a local partner is the typical structure for pursuing a business venture in a foreign market. The article analyzes the most common issues arising out of the setting up and...more

Beware Multiple Non-Compete Agreements Given in Connection with Corporate Deals in California

by Duane Morris LLP on 9/14/2012

In California, non-compete agreements are generally unenforceable pursuant to Business and Professions Code § 16600, which provides "[E]xcept as provided in this chapter, every contract by which anyone is restrained from...more

California Court of Appeal Refuses to Enforce Non-Compete Against Selling Shareholder

by Sheppard Mullin Richter & Hampton LLP on 9/5/2012

In Fillpoint, LLC, v. Maas, Case No. G045057, 2012 Cal. App. LEXIS 914 (Cal. App. Aug. 24, 2012), the California Court of Appeal for the Fourth District recently refused to enforce a covenant not to compete against the former...more

California Court Strikes Down Post-Employment Non-Compete Agreement, Raising Questions about the Validity of Employee Non-Solicits

by Wilson Sonsini Goodrich & Rosati on 8/30/2012

A recent California Court of Appeals decision, Fillpoint, LLC v. Maas (August 24, 2012), once again highlights California's strong fundamental public policy favoring open competition and disfavoring restrictive covenants....more

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Business Organization › Labor & Employment Law › Mergers & Acquisitions

Inside M&A - Spring 2013

Buyer Beware of Successor Liability For FLSA Claims

Doing Business in the U.S.

Asset Acquisition Comes With Unexpected FLSA Pain

Employers Can Inherit The FLSA Liabilities Of Acquired Companies In 7th Circuit

IRS Releases Legal Memorandum Addressing Stock Options and Other Transaction-Related Deductions

The Gathering Storm: Equity Compensation and 10b5-1 Plans Under Attack

Beware of Hidden Pension Liabilities in Corporate Transactions

HR Professionals: The Key To Smooth Corporate Acquisitions

Recent Case Suggests How Private Equity Funds Can Protect Against Unfunded Pension Liabilities of Portfolio Companies

Business Law Newsletter - November 2012

Distinguishing Between Non-Competition Agreements In Employment Agreements And Those In The Sale Of A Business

Creating and Managing a Joint Venture in Italy - A brief analysis

Beware Multiple Non-Compete Agreements Given in Connection with Corporate Deals in California

California Court of Appeal Refuses to Enforce Non-Compete Against Selling Shareholder

California Court Strikes Down Post-Employment Non-Compete Agreement, Raising Questions about the Validity of Employee Non-Solicits

HSR and Jail Time? The Importance of Being Earnest, and Getting Corporate Internal Investigations Right

Show Them the Money - SecondMarket provides new liquidity options for startup investors and employees

Focus on Private Equity -- Issue 1, June 2012

“I blame the parents”: Parent companies (in the UK) may owe a duty of care to their subsidiaries’ employees

TUPE Update (ELG Conference 1 June 2012)

Mergers & Aggravations

VeraSun: Claims Under “Change in Control” Agreements Subject to Cap Governing “Employment Contracts”

The Players: Why Founders Need Protection Too

Turbervilles Business Newsletter - Winter 2011

Expand Your Reach