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Civil Procedure Labor & Employment Mergers & Acquisitions

Read Civil Procedure updates, alerts, news, and legal analysis from leading lawyers and law firms:

Eighth Circuit Holds Asset Purchaser Liable for Failure to Provide WARN Notice to Seller's Employees

In a typical corporate transaction, the parties structure the deal as an asset purchase, whereby the buyer purchases essentially all of the company’s property, equipment, goodwill, customer lists, etc. If the asset purchase...more

The potential class action: British Columbia Supreme Court keeps door open to certification of wrongful dismissal claim

by DLA Piper on

In Tonn v Sears Canada Inc.1 the British Columbia Supreme Court rejected a plaintiff’s attempt to certify a class action for wrongful dismissal under the Class Proceedings Act2 (“CPA”). However, this was not the end of the...more

Buyer Beware! Purchasers in Asset Sales Liable for Multiemployer Pension Plan Withdrawal Liability

by King & Spalding on

Two recent appellate court decisions have made it easier for multiemployer pension plans to impose withdrawal liability on a purchaser in an asset deal. In Tsareff v. ManWeb Services, Inc., the Seventh Circuit expanded its...more

Global Private Equity Newsletter - Fall 2015 Edition: Buyer Beware – Court Lowers Hurdle to Make Claim for Withdrawal Liability...

by Dechert LLP on

In Tsareff v. ManWeb Services, Inc., the U.S. Court of Appeals for the Seventh Circuit held that an asset purchaser’s pre-closing knowledge of a seller’s potential multiemployer plan withdrawal liability could be sufficient...more

The Ninth Circuit Hammers Out A New Successorship Liability Test Under The MPPAA

by Seyfarth Shaw LLP on

The Ninth Circuit, in Resilient Floor Covering Pension Trust Fund Board of Trustees v. Michael’s Floor Covering, Inc., Case No. 12-17675 (9th Cir. Sept. 11, 2015), joined the Seventh Circuit in finding that an asset...more

Asset Purchasers May Be Found Liable as “Successors”

by Morgan Lewis on

Recent court decisions suggest that parties engaged in corporate asset sale transactions involving potential multiemployer pension plan liability should give extra consideration to the structure and terms of their...more

European M+A News, Summer 2015

by Morrison & Foerster LLP on

IP Pitfalls in Tech M&A Transactions - Technology and IP-driven deals accounted for over 30 percent of M&A deal volume in Europe in 2014. This trend is bound to continue, with many deals involving strategic or financial...more

Chancery Applies Contract Principles in Preferred-Shares Dispute

by Morris James LLP on

In Choupak v. Rivkin, C.A. No. 7000-VCL (Del. Ch. April 6, 2015), the Delaware Court of Chancery concluded after a trial that the defendant and counterclaim-plaintiff, Vladimir Rivkin, forged documents, lied about exercising...more

Decisions Raise Bar on Waiver of Arbitration Agreements Under Texas Law

While employers may enter into arbitration agreements with employees relatively easily, ensuring the enforcement of arbitration agreements can be a different matter. For this reason, employers are rightfully cautious to avoid...more

President Obama Signs the Multiemployer Pension Reform Act of 2014

by Morgan Lewis on

New legislation is enacted to assist and fortify deeply troubled multiemployer pension plans. On December 16, U.S. President Barack Obama signed into law sweeping changes to the current law that governs multiemployer...more

“Would You Like Joint-Employer Liability With That?” McDonald’s Serves as a Cautionary Tale for Franchisors and Other Potential...

by White & Case LLP on

The National Labor Relations Board Office of the General Counsel has investigated charges alleging McDonald’s franchisees and their franchisor, McDonald’s, USA, LLC, violated the rights of employees as a result of activities...more

"Japanese Acquirer Resolves Pension-Related Liabilities of US Subsidiary"

On November 4, 2014, Asahi Tec Corporation (Asahi), a Japanese corporation that acquired U.S.-based Metaldyne Corporation (Metaldyne) in 2007, announced a settlement of its long-running dispute with the Pension Benefit...more

PilieroMazza Legal Advisor - Fourth Quarter

by PilieroMazza PLLC on

In this issue: - Court of Federal Claims Invalidates Key Component of the SBA’s Nonmanufacturer Rule - At the Crossroads of M&A and Government Contracts – The Novation Process - What Every Business Owner...more

First Circuit Rejects Equitable Tolling In Class Action Arising Out Of Plant Closing

by BakerHostetler on

A luggage plant in France closes in 2007, so a class action suit for French post-termination benefits is brought against a former investor in Massachusetts in late 2011? Former Justice Souter joins the majority in the First...more

Bankruptcy Court Dismisses Class Action DFR Complaint Involving Airline Merger

by BakerHostetler on

One deliberately ironic facet of the 2004 film Howard Hughes bio-pic The Aviator (the one with Leonardo DiCaprio) is the fact that the airlines fighting for world dominance in the 1940s were Howard Hughes’ TWA and Juan...more

Seventh Circuit Interprets ERISA’s Statute of Limitations for Fiduciary Breach: Fish v. GreatBanc Trust Company

by Williams Mullen on

The Seventh Circuit Court of Appeals in Fish v. GreatBanc Trust Company, No. 12-3330 (7th Cir. May 14, 2014), has issued a decision that clarifies the rules for suits for fiduciary breach under ERISA. The decision primarily...more

Decision Time: Patton Boggs Partners Mull Merger With Squire Sanders

by Mimesis Law on

May 21, 2014 (Mimesis Law) -- Beleaguered after years of carrying too many lawyers and not enough work, law and lobbying firm Patton Boggs has tried and failed several times to merge with another law firm. Casey Sullivan, law...more

Third Circuit Articulates Theories Of Successor Liability Under FLSA

In Thompson v. Real Estate Mortgage Network, No. 12-3228 (3d. Cir. Apr. 3, 2014), the Third Circuit Court of Appeals recently found a successor employer potentially responsible for Fair Labor Standards Act (FLSA) violations...more

Third Circuit Embraces "Lower Bar" for Successor Liability under the FLSA

by Proskauer Rose LLP on

In Thompson v. Real Estate Mortgage Network, No. 12-3828, 2014 WL 1317137 (3d Cir. Apr. 3, 2014), the Third Circuit adopted a standard of successor liability that will lower the bar for whether an employer can be held...more

Third Circuit Applies More Relaxed Federal Standard To Successors In FLSA Cases

by Franczek Radelet P.C. on

The Third Circuit Court of Appeals, which covers Pennsylvania, New Jersey, Delaware, and the U.S. Virgin Islands, recently became the third appellate court to adopt the federal common law standard for successor liability in a...more

Long Arm of ERISA Tags Non-US Parent Company With Pension Liabilities of Its US Subsidiary

by White & Case LLP on

A non-United States entity seeking to acquire a United States entity should be aware that the acquisition may expose the non-US entity to any pension plan termination and withdrawal liabilities of the US target entity in...more

The Ropes Recap: Mergers & Acquisitions Law News

by Ropes & Gray LLP on

In this issue: - News from the Courts - Delaware Legislative Update - Notable Deals - News from the SEC - London Update - Asia Update - Deal Stat Snapshot -...more

A WARNing to Private Equity Regarding Potential Liability for Employment Decisions by Portfolio Companies

by BakerHostetler on

A federal district court in Indiana recently ruled that a plaintiff's class action lawsuit could proceed against both a New York private equity firm and one of its portfolio companies for an alleged violation of the Worker...more

A-Rod Situation Highlights Risks of Long-Term Contracts

by Gary Young on

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

Buyer Beware: Seventh Circuit Upholds Application of the Federal Common Law Standard of Successor Liability in an Asset Sale

One of the benefits to structuring an acquisition as an asset deal is that the buyer has the ability to choose the liabilities that it will assume and the liabilities that will remain with the seller, including contingent...more

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