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What’s New for the 2014 Proxy Season

Unlike in past years, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more

Court Upholds Claim Against Private Equity Firm for Federal Labor Law Violation Stemming from Closure of Portfolio Company

A decision last month by the district court for the Northern District of Indiana is the latest in a string of recent judicial decisions to confirm that a plaintiff has successfully stated a plausible claim for relief under...more

PBGC Finds Deep Pocket in Japan: U.S. Court Finds Parent Liable for Termination Underfunding

As the U.S. Pension Benefit Guaranty Corporation (PBGC) faces increasing strain on the pension insurance program it runs, it has become more aggressive in pursuing deep pockets after underfunded defined benefit plans are...more

Illinois Supreme Court Holds Board Can't Declare Enhanced Pension Forfeited

Although the question presented in Prazen v. Shoop was limited to the field of public pensions, the case presented interesting aspects of fiduciary law and statutory construction as well. The question in Prazen was whether...more

Another Frightening Warning to Management: You May Be Held Individually Liable For Violations of the FLSA

On September 20, 2013, the Eastern District of Missouri put executive level management on notice once again that so-called C-suite managers (in this case the CEO, President and Vice President) can be "employers" under the...more

The Supreme Court: Cases to Watch in the October 2013 Term

This week marks the first Monday in October, which for Supreme Court watchers is a holiday: the start of a new term. While not everyone gets that excited about the new term, there are several cases that the Court intends to...more

Recent Decision of the U.S. Court of Appeals for the First Circuit May Have Significant Implications for Private Equity Funds

In late July of this year, the U.S. Court of Appeals for the First Circuit reversed a Massachusetts District Court, and in a decision of first impression, held that one of Sun Capital Partner’s private equity funds was liable...more

Unrealized Gains: Integrated Employment Agreement Bars Employee's Recovery of Additional Compensation

In Volpe v. Interpublic Group of Companies, Inc., No. 652308/2012, Judge Eileen Bransten granted defendant The Interpublic Group of Companies, Inc.’s (“IPG”) motion to dismiss plaintiff Ray Volpe’s (“Volpe”) complaint,...more

Indiana District Courts Finds Private Equity Firm Potentially Liable in WARN Class Action

This seems to be the month for class action cases presenting unusual issues in combination. Last week we wrote about a class action disparate impact claim of disability discrimination against the obese in which the court...more

California Court Of Appeal Affirms Dismissal Of Say-On-Pay Suit

Yesterday, a panel of the California Court of Appeal added to the growing list of opinions rejecting suits triggered by failed say-on-pay votes. Some may be surprised that this case, which involves a Delaware corporation,...more

CalPERS’ Warning Of Chill Goes Unheeded

Last November, Judge James P. Kleinberg of the Santa Clara Superior Court in San Jose, California ruled on motions for summary judgment in a case brought by former employees of a management company that had been retained by...more

A-Rod Situation Highlights Risks of Long-Term Contracts

A-Rod Situation Highlights Risks of Long-Term Contracts by Gary S. Young on August 16, 2013 The two contracts previously awarded to Alex Rodriguez are widely regarded as being the two worst contracts in the history of...more

First Circuit: Private Equity Fund May Be “Trade or Business” and Subject to Portfolio Company Pension Liabilities

The First Circuit Court of Appeals has recently held in Sun Capital Partners III, LP v. New England Teamsters & Trucking Industry Pension Fund, No. 12-2312 (July 24, 2013), a case of first impression at the Circuit Court...more

PE Fund Deemed a 'Trade or Business'—May Be Liable for Portfolio Companies' Pensions

The First Circuit Court of Appeals recently became the first federal appellate court to hold that a private equity (“PE”) fund can be a “trade or business,” and thus potentially included in a “controlled group” with its...more

Private equity fund deemed a “trade or business” under ERISA, exposing it to federal liabilities

On July 24, 2013, the U.S. Court of Appeals for the First Circuit held that a private equity fund constituted a “trade or business” under the Employee Retirement Income Security Act (ERISA) and therefore, as a member of its...more

Is the First Circuit Egregiously Aggregating? Sun Capital Partners Case Holds That a Private Equity Fund Could Have ERISA...

The recent decision by the U.S. Court of Appeals for the First Circuit in the Sun Capital Partners case may be of concern to private equity funds and other investment funds that acquire or invest in portfolio companies with...more

Canadian (and U.S.) Investment Funds Face New Risk of Pension Liability – What’s Keeping Fund Sponsors up at Night

The Issue: Commonly controlled trades or businesses are jointly and severally liable for pension liabilities under the U.S. Employee Retirement Income Security Act (ERISA)....more

First Circuit: Private Equity Sponsor Liable for Portfolio Company Pension Underfunding

In a decision that could have significant implications for private equity investors, the United States Court of Appeals for the First Circuit has determined that a private equity fund may be liable under ERISA for an...more

Corporate and Financial Weekly Digest - June 28, 2013

In this issue: - Delaware Court of Chancery Upholds Forum Selection Provisions in Bylaws - CFTC Issues No-Action Letters - Portfolio Reconciliation and Swap Trading Relationship Documentation Requirements...more

The Applicability of the Massachusetts Wage Act Swells in June 2013

In late June 2013, the Massachusetts Supreme Judicial Court ("SJC") and the Massachusetts Appeals Court (the "Appeals Court") issued two decisions broadly expanding the breadth of the Massachusetts Wage Act (the "Wage Act")...more

MA Highest Court Decides that Managers at LLCs Can Be Individually Liable For Wage Act Violations

Yesterday, the Massachusetts Supreme Judicial Court held that managers of limited liability companies can be individually liable under the Massachusetts Wage Act for unpaid wages due to employees. Historically, the Wage Act...more

The Ninth Circuit Revisits - and Limits - the "Presumption of Prudence" For ERISA Fiduciaries

Earlier this week, the Ninth Circuit Court of Appeals ruled in Harris v. Amgen that an ERISA pension plan fiduciary is not protected from liability under the “presumption of prudence” for company stock investments where the...more

Another Business Owner Caught By Withdrawal Liability

I have blogged before [May 16, 2012, November 21, 2012, April 23, 2012, May 15, 2012, September 5, 2012] about the liability that can be imposed on businesses whose union employees participate in a multiemployer pension plan...more

The Force is Sometimes Against Us

Julie Gilman Veronese sued Lucasfilm Ltd. in 2009 after she was hired—and then fired—as an assistant to the estate manager at George Lucas’s San Anselmo estate. She claimed she was fired because she was pregnant....more

District Court Limits the Collection of Withdrawal Liability Against Private Equity Funds

In Sun Capital Partners III, LP v. New England Teamsters and Trucking Industry Pension Fund, 2012 WL 5197117 (D. Mass. Oct. 18, 2012), a federal district court in Massachusetts concluded that a private equity fund was not a...more

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