Labor & Employment Law, Mergers & Acquisitions, Commercial Law & Contracts

Insights - Spring 2013: Developing Federal Common Law of Successor Liability

by Regina Joseph | Shumaker, Loop & Kendrick, LLP on 5/17/2013

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

Takeover Code Amendments Extend the Rights of Pension Scheme Trustees

by Iain Wright | Morgan Lewis on 4/30/2013

Amendments include new requirements regarding offerors' intentions, documents provided to trustees, trustees' opinions on offers, and publication of agreements between offerors and trustees....more

PBGC Seeks Involuntary Plan Termination before Plan Sponsor’s Proposed Share Sale

by Justin Alex | Proskauer - ERISA Practice Center on 4/29/2013

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

Buyer Beware of Successor Liability For FLSA Claims

by Donna Ray Berkelhammer | Sands Anderson PC on 4/23/2013

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

Doing Business in the U.S.

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

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

by Bill Berger, Adam Duerr, Gino Maurelli, Matthew Nyberg | Brownstein Hyatt Farber Schreck on 4/15/2013

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

7th Circuit Holds Successor Liable for FLSA Claims, Despite Buyer’s Disclaimer

by Leo Crowley, Thomas N. Makris, Alexander Parachini, Paula Weber | Pillsbury Winthrop Shaw Pittman LLP on 4/12/2013

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

Successor Liability Under The FLSA: Seventh Circuit Holds Purchaser Of Assets From Receiver Of Company Which Had Violated FLSA...

by M. Reid Estes, Jr., Daniel Gosch | Dickinson Wright on 4/11/2013

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

Asset Acquisition Comes With Unexpected FLSA Pain

by John Birmingham Jr. | Foley & Lardner LLP on 4/10/2013

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

Seventh Circuit Affirms Imposition of Successor Liability for FLSA Claims

by Morgan Lewis on 4/4/2013

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

Doctrine of Successor Liability: 7th Circuit Expands Federal Standard to FLSA Claim Context

by Pavlack Law, LLC on 3/29/2013

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

Supreme Court Enforces Arbitration Clause And Confines Court Of Appeals To The Arguments Raised By The Parties

by David Johnson | Winstead PC on 3/15/2013

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

On Second Thought — The Ohio Supreme Court Reverses Course and Holds that a Merger Does Not Trigger the Beginning of a...

by Kathleen M. Portman, David A. Whitcomb | BakerHostetler on 12/10/2012

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

Business Law Newsletter - November 2012

by Bean, Kinney & Korman, PC on 11/6/2012

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

The Ohio Supreme Court Reverses Its Position on the Enforceability of Noncompete Agreements after a Merger

by Littler on 10/25/2012

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

Distinguishing Between Non-Competition Agreements In Employment Agreements And Those In The Sale Of A Business

by Bean, Kinney & Korman, PC on 10/23/2012

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 Gives Teeth To Noncompete Agreements Applicable To Acquired Employees

by Kelly L. Hamilton | Ogletree, Deakins, Nash, Smoak & Stewart,... on 10/22/2012

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

California Appellate Decision Applies a Limited Exception to California’s General Rule Prohibiting Restrictive Covenants

by Michael J. Nader | Ogletree, Deakins, Nash, Smoak & Stewart,... on 10/18/2012

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

Prohibition of Indebtedness in Joint Stock Companies and Limited Liability Partnerships

by Burak Kepkep on 10/18/2012

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

Labour Law Consequences of Workplace Transfer under the Turkish Commercial Code

by Burak Kepkep on 10/17/2012

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

Goodwill Hunting: Enforcing Non-Competes in California M&A Transactions

by Snell & Wilmer L.L.P. on 10/16/2012

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

Fenwick Employment Brief - September 2012

by Fenwick & West LLP on 9/19/2012

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

Creating and Managing a Joint Venture in Italy - A brief analysis

by Sinisi Ceschini Mancini - Law Offices - on 9/17/2012

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

Beware Multiple Non-Compete Agreements Given in Connection with Corporate Deals in California

by Duane Morris LLP on 9/14/2012

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

California Court of Appeal Refuses to Enforce Non-Compete Against Selling Shareholder

by Sheppard Mullin Richter & Hampton LLP on 9/5/2012

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

Home

Legal News

Find a Lawyer

Browse Subjects

Subscribe

Pro Services

For Reporters

Labor & Employment Law › Mergers & Acquisitions › Commercial Law & Contracts