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When a purchaser acquires substantially all the assets of a seller, the purchase agreement typically provides that the purchaser does not assume seller’s liabilities except to the limited extent specifically set forth...more
Amendments include new requirements regarding offerors' intentions, documents provided to trustees, trustees' opinions on offers, and publication of agreements between offerors and trustees....more
On April 18, 2013, PBGC filed a complaint (PBGC v. Saint-Gobain Corp. Benefits Comm., E.D. Pa. Case No. 13-02069) to involuntarily terminate a defined benefit plan sponsored by Saint-Gobain Containers, Inc. before Ardagh...more
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
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
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
In Teed v. Thomas & Betts Power Solutions, LLC, the 7th Circuit in an opinion written by Judge Posner held that, absent a good reason to withhold liability, a purchaser of assets was subject to successor liability for Fair...more
In a case which is sure to complicate the sale of companies (or discrete divisions thereof) and have widespread influence in other Circuits, the Seventh Circuit recently held that a company which acquired the assets (not...more
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
Purchasing company is found to be subject to successor liability for federal employment-related claims, even where it explicitly disclaimed such liability in the transfer of assets....more
This week we examine the doctrine of successor liability through the 7th Circuits decision to expand application of the federal standard to Fair Labor Standards Act (FLSA) cases through the Teed v. Thomas & Betts Power...more
In Richmont Holdings, Inc. v. Superior Recharge Sys., L.L.C., an asset purchase agreement included a binding arbitration clause. No. 12-0142, 2013 Tex. LEXIS 71 (Tex. January 25, 2013). The seller of the business signed an...more
In October, the Ohio Supreme Court reconsidered and reversed, in part, its May 24, 2012, decision in Acordia of Ohio, L.L.C. v. Fishel, 2012-Ohio-2297 (Acordia I), which sharply restricted the ability of employers to enforce...more
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
In a rare procedural move, the Ohio Supreme Court reconsidered and reversed its May 24, 2012 decision in Acordia of Ohio, L.L.C. v. Fishel, 2012-Ohio-2297 ("Fishel I"). At issue was the enforceability of restrictive covenants...more
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
The Ohio Supreme Court recently reversed its prior decision limiting the enforceability of non-compete agreements acquired in mergers and acquisitions. In Acordia of Ohio, L.L.C. v. Fishel (Acordia I), the Supreme Court...more
In a decision from California’s Fourth Appellate District, Fillpoint, LLC v. Maas et al., 208 Cal. App. 4th 1170 (Aug. 24, 2012), the court confirmed California’s general rule prohibiting restrictive covenants, as well as the...more
This article briefly discusses the prohibition of indebtedness of shareholders, partners, Board Members, Managers and their relatives in Joint Stock Companies and Limited Liability Partnerships, under the Turkish Commercial...more
This article discusses labour law consequences of workplace transfers resulting from merger, scission, spin-off and change in type operations brought by the Turkish Commercial Code No 6102....more
Originally published in the Orange County Business Journal, September 24-30, 2012. In late August, a California appellate decision provided a useful primer on drafting non-competition covenants in California merger and...more
In This Issue: - Noncompete Not Aimed At Protection Of Goodwill Does Not Qualify For Sale Of Business Exception - Federal Agencies Issue Cautionary Guidance Regarding Confidentiality Of Employment...more
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
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
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
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