Labor & Employment Mergers & Acquisitions

Read need-to-know updates, commentary, and analysis on Labor & Employment issues written by leading professionals.
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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

Brexit: Some Potential Implications For Employers

On June 23, 2016, the people of the United Kingdom—(more precisely, the island of Great Britain, comprising England, Wales Scotland and Northern Ireland) voted, pursuant to a referendum called “Brexit,” to leave the European...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

Non-Compete Agreements may be Transferred and Enforced by the Successor Employer Following an Asset Purchase Sale

The Eighth Circuit Court of Appeals recently held that non-compete agreements may be transferred to a successor employer through an asset sale and enforced by that successor employer against the employees who previously...more

Proposed Section 409A Regulations Facilitate Common Pay Practices

The Internal Revenue Service (IRS) has proposed a number of updates to current regulations governing nonqualified deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended. The proposed updates...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

Employment Law Issues in Mergers and Acquisitions

Last week, Microsoft announced its purchase of LinkedIn for $26.2 billion. This acquisition is interesting for a number of reasons, and is very likely to affect the future of professional social networking. It also got us...more

Texas Supreme Court Holds that Individual Beneficiary Had Standing to Bring a Legal Malpractice Claim Involving a Loan From an...

On May 27, 2016, the Texas Supreme Court held that an individual beneficiary of a self-directed retirement account managed by a corporate trustee had standing to bring legal malpractice claims against a law firm based on...more

The Rosenbaum Law Firm Review - May 2016

The New Fiduciary Rule: What It Means To Plan Sponsors - Bottom line: what does it mean? If you're a retirement plan sponsor and, unless you've been living under a rock, you've probably heard about the Department...more

Investment Plus Partnership-in-Fact = Withdrawal Liability

Previously, we wrote about the First Circuit decision that a private equity fund constituted a “trade or business” under ERISA as amended by the Multeimployer Pension Plan Amendments Act (“MPPAA”). That dry description is...more

Current Structuring May Not Shield Private Equity Firms from ERISA Liabilities

On March 28, 2016, the U.S. District Court for the District of Massachusetts held that two private equity funds within Sun Capital were jointly and severally liable under the Employee Retirement Income Security Act of 1974,...more

FCPA Compliance and Ethics Report-Episode 241 on Human Trafficking Compliance [Video]

In this episode I visit with Holland & Knight partner William Shepard on human trafficking compliance. ...more

FCPA Compliance and Ethics Report-Episode 239-Jonathan Armstrong on EU Privacy Shield [Video]

In this episode, I visit with EU privacy expert Jonathan Armstrong on the negotiations culminating in the EU Privacy Shield to replace the former Safe Harbor provision. ...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

Employer Anti-Poaching Agreements. A Tale of Disney Legal Troubles

Once upon a time, the Plaintiff in a shareholder derivative suit pending against Disney and its former and current board members claimed that commencing in the mid-1980s, companies in the animation business—including Pixar...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

The Complex World of Joint Employment

Here’s Wikipedia’s definition of joint employment: Joint employment, or co-employment, is the sharing of control and supervision of an employee’s activity among two or more business entities....more

Put Down That Hammer: Four Times When a DIY Approach Is Guaranteed To Backfire

As a founder, you need to be scrappy, take care of that bottom-line. We get that, we’re all for a DIY approach when it makes sense (psst we even help you do that through our very free document generator). ...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

NYC Passes Bill Targeting Grocery Industry

The New York City Council’s targeted attacks on specific industries continue unabated. After levying onerous new labor law requirements on car washes this past summer, the Council recently turned its attention to the grocery...more

IRS Provides Flexibility for Mid-Year Amendment of Safe Harbor 401(k)/403(b) Plans

On January 29, 2016, the IRS issued Notice 2016-16, which provides much-needed guidance and flexibility for mid-year amendments to safe harbor plans. The notice provides that a mid-year amendment either to a safe harbor...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

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