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Labor & Employment Mergers & Acquisitions Business Organization

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

Rhode Island Court Gives Assignability of Employee Non-Competes a Haircut

Last month, a Rhode Island trial court held that a hairdresser’s noncompetition agreement with the salon for which she had been working, which sold its assets to a successor salon, was not transferable to the successor...more

The Future of Takeover Regulation and Corporate Governance in the UK

On 19 April 2017, British Prime Minister Theresa May surprised the country by calling a snap general election for 8 June 2017. While much of the discourse relating to the election is focused on Brexit and normal political...more

The Value of a Non-compete Agreement to an Acquiring Company Can Be Limited

by Burns & Levinson LLP on

It is standard practice in M&A transactions for the acquired business to assign all if its contractual rights to the purchaser. While that may sound good in theory, depending upon how the underlying contracts are drafted,...more

The $100 Million Question is Answered With Extrinsic Evidence, Not Contra Proferentem

by Murtha Cullina on

Last October, we reported on the issues at stake in Gold v. Rowland, the class action that claims that Connecticut state employees were members entitled to shares of stock when their insurer, Anthem, demutualized in 2001. The...more

A Full Menu of Potential Legal Issues for Hospitality Owner/Operators

by Epstein Becker & Green on

Legal compliance is a challenging endeavor, especially in the hospitality industry, where owner/operators must focus on meeting their business objectives, staying competitive, and growing in their respective markets. In...more

Employment Authorization Issues Arising From Corporate Restructuring

by Foley & Lardner LLP on

American business experienced a near record number of mergers and acquisitions in 2016, and this trend is likely to continue in 2017. Such corporate transactions raise a number of legal issues, including employment issues....more

Purchaser of Assets in North Carolina Should Not Rely on Assign Ability of Seller's Non-Compete Agreements

We regularly field questions from companies in the process of an asset purchase, asking whether they can obtain an assignment of the seller’s non-competition agreements with its employees. While this question has never been...more

THE LATEST: National Security Reviews of Foreign Ownership May Broaden

by McDermott Will & Emery on

The Committee on Foreign Investment in the United States (CFIUS, commonly pronounced “syphius”) reviews M&A transactions that may pose a risk to national security through foreign control of a US business. (See our recent...more

Last Call: Labatt Phases Out Retiree Perk of “Free Beer For Life”

by Bowditch & Dewey on

In a major blow to its retired workers, Labatt, one of Canada’s largest breweries, has recently announced the end of a decades-long practice of providing “free beer for life” to retirees from the brewery. Since the 1970s,...more

Merger does not invalidate noncompete, nonsolicitation covenants

by Kirton McConkie PC on

When corporate mergers and acquisitions take place, the parties frequently ask, “What is the effect on the acquired company’s contracts?” That was the issue in a case involving noncompetition and nonsolicitation covenants in...more

Alberta’s Workers’ Compensation Appeals Commission frees purchaser of the poor WCB record of the company it acquired

by Dentons on

In this case, a public company (Newco) had purchased the assets and undertaking of a business (Oldco) as part of a larger national transaction.  Newco then carried on the business under a new name and a new corporate...more

Ohio Purchasers May Unwittingly Assume Seller’s Workers’ Compensation History

An issue of great importance that many corporate attorneys neglect to properly address in finalizing an acquisition, asset purchase or merger is the seller’s workers’ compensation history. If the buyer is going to remain in...more

[Event] "Americas Labor & Employment Law Conference: Managing a workforce across the Americas and beyond" - Dec. 8th-9th, Miami,...

by FordHarrison on

Attorneys from FordHarrison and Ius Laboris, the global Alliance of leading labor and employment law firms, will join in-house counsel to discuss the many challenges faced by multinational companies. The conference is aimed...more

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

by Morgan Lewis on

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

by WilmerHale on

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

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

by Seyfarth Shaw LLP on

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

by Jackson Walker on

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

by Morrison & Foerster LLP on

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

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

NLRB Decision Potentially Expands "Perfectly Clear" Successorship Rule

by Ballard Spahr LLP on

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

by McDermott Will & Emery on

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

by McNair Law Firm, P.A. on

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

by Epstein Becker & Green on

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

by Atma Global on

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

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