Labor & Employment Business Organization Mergers & Acquisitions

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Changes to Transferring Employment Contracts in France After the 8 August Law - Des transferts de contrats de travail: les apports...

When a service provider in a market changes, employment contracts may be transferred from the previous to the new owner to avoid dismissing employees who work at the site, however, whatever the legal vehicle by which the...more

Restructuring Liquidation Preferences

Job candidates may choose to work for a startup to help build something new, to work in an environment that fosters and rewards creativity, or to get the thrill of climbing aboard a “rocket ship.” New employees rarely, if...more

CDX Holdings, Inc. (f.k.a. Caris Life Sciences, Inc.) v. Kurt Fox, No. 526, 2015 (Del. June 6, 2016) (Holland, J)

In this split decision, a 4-1 majority of the Delaware Supreme Court affirmed the Court of Chancery’s post-trial ruling that Caris Life Sciences’ (“Caris” or the “Company”) board of directors (the “Board”) breached a stock...more

Blurred Lines: Under New “Perfectly Clear” Standard, NLRB Finds that Seller’s Conduct Prohibits Asset Purchaser from Setting...

Seyfarth Synopsis: In yet another pro-union, results-driven decision, the NLRB announces a new approach to evaluating whether an asset purchaser has forfeited its right to set initial terms and conditions when offering...more

Case Note: The Underfunded Union Pension Plan and Asset Purchase Agreements

In a decision handed down by the Seventh Circuit on June 24, 2016, the court warned that a lack of familiarity with the concept of withdrawal liability cannot be used by a buyer of business assets as an excuse to avoid...more

Acquired Fund Fee Expenses and Business Development Companies

The requirement of the Securities and Exchange Commission (the “SEC”) for registered open-end funds to disclose “acquired fund fees and expenses” (“AFFE”) of other funds they invest in, including business development...more

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

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

NLRB Decision Potentially Expands "Perfectly Clear" Successorship Rule

The National Labor Relations Board (NLRB) issued a decision in Nexeo Solutions, LLC earlier this week, ruling that the buyer in an asset purchase of the seller’s business was a "perfectly clear" successor. As a result, the...more

A Blueprint for Maintaining an Individually Designed Qualified Plan after the IRS’s Determination Letter Program Cutback

In Depth - On June 29, 2016, the Internal Revenue Service (IRS) officially sounded the death knell for the five-year remedial amendment cycle with its release of Revenue Procedure 2016-37. Effective January 1, 2017,...more

"Insights Conversations: Employment Factors to Consider in Carve-Out Transactions"

Carve-out transactions can quickly become complicated by employment considerations — who stays, who goes and what practices govern the transitions. At the April 18, 2016, "Skadden Cross-Border M&A Conference 2016:...more

Buyer Beware: South Carolina Unemployment Insurance Taxes

Many businesses are purchased in South Carolina every year. Many of these same businesses, however, have high worker unemployment claims, and are paying high South Carolina Unemployment Insurance taxes to the state to fund...more

Ninth Circuit Joins Seventh Circuit in Holding That Successor May Be Liable for Predecessor’s Withdrawal Liability

In Resilient Floor Covering Pension Trust Fund Board of Trustees v. Michael’s Floor Covering, Inc., 801 F.3d 1079 (9th Cir. Sept. 11, 2015), the U.S. Court of Appeals for the Ninth Circuit joined the Seventh Circuit in...more

Japan: Decision-Making & Maintaining Harmony

Japan’s surprise move to cut interest rates below zero last month brought its continuing economic challenges back into the global limelight. The country remains an economic and industrial powerhouse -- currently ranked the...more

Good News for Safe Harbor Plan Sponsors: The IRS Will Allow Mid-Year Changes

On January 29, 2016, the Internal Revenue Service issued guidance on mid-year changes to safe harbor plans under Internal Revenue Code Sections 401(k), and 401(m). Notice 2016-16 significantly expands the permissible mid-year...more

IRS Provides New Guidance on Midyear Changes to Safe Harbor 401(k) Plans

If you read one thing... - The IRS has issued new guidance on midyear changes to a safe harbor plan under Code Sections 401(k) and 401(m) that addresses the requirement that plan provisions generally must remain in...more

PilieroMazza Legal Advisor - First Quarter 2016

Business & Corporate Law - REGULATORY ISSUES FOR ACQUISITIONS OF GOVERNMENT CONTRACTS BY NON-U.S. BUYERS - With the uptick in M&A transactions for government contractors, we have seen an increase in cross border...more

"Majority of Say-on-Golden-Parachute Votes Receive Shareholder Support"

Pursuant to the Dodd-Frank Act, Securities and Exchange Commission rules require companies seeking shareholder approval of a merger or acquisition to also hold a separate shareholder advisory vote on disclosed...more

More Flexible and Efficient, with Emphasis on Stakeholder Protection: Taiwan Amends the Business Mergers and Acquisitions Act

On January 8, 2016, an amendment (the “Amendment”) to Taiwan’s Business Mergers and Acquisition Act (the “Act”) has become effective. Through this amendment, the government hopes to encourage M&A activities in Taiwan by...more

Legal Issues Business Leaders Need to Know in 2016

A compilation of time-sensitive and trending legal and regulatory issues that general counsels and business leaders should be aware of in 2016. ...more

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

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

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: UAE

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? Except in cases where there is a complete transfer of ownership of a company, there is no automatic transfer of employees and their rights when...more

Saudi Arabia Update - December 2015

Legal Developments - MoCI warns unlicensed real estate valuators - The MoCI warned practitioners of real estate valuation from carrying on their profession without obtaining a temporary membership from the Saudi...more

2016 Compensation Committee Handbook

The Executive Compensation and Benefits Group at Skadden, Arps, Slate, Meagher & Flom LLP is pleased to provide you with this second edition of its Compensation Committee Handbook. This edition reflects developments in...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: Portugal

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? Pursuant to the Portuguese Employment Code, there is a transfer of an undertaking when there is a change of ownership of an undertaking or...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: Poland

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? Upon a transfer of (or part of) an undertaking to another employer, employees are automatically transferred thereto. Consequently, the...more

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