Mergers & Acquisitions Labor & Employment

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French Law on Social and Solidarity Economy: The Employees Are Empowered!

The French Parliament recently enacted the law of July 31, 2014, which empowers employees to play a role before businesses embark on certain projects – similar to a works council consultation. The law includes three...more

Another Look at U.S. Federal Income Tax Treatment of Contingent Earnout Payments

The sale of a company in an M&A transaction often involves consideration to the selling shareholders that is deferred and contingent on subsequent events in the life of the company, such as the post-acquisition performance of...more

Business Litigation Reporter -- June 2014

Goodwin Procter’s Business Litigation Reporter provides timely summaries of key cases and other developments within dedicated Business Litigation sessions and related courts throughout the country – courts within which...more

So Your Employer Is Being Acquired? Consideration for the management team in a sale to a private equity buyer

Being acquired by a private equity firm is both a stressful and exciting time for the management team of any business. In addition to your traditional duties of actually running a successful company, you will also be called...more

Key Take-Aways from the "Impact of Mergers & Acquisitions on California Employers" Presentation

As a follow up to the April 29, 2014 audiocast presented by lawyers from the California HR team on the “Impact of Mergers & Acquisitions on California Employers,” the presenters have shared their most important “take-away”...more

First Circuit Rejects Equitable Tolling In Class Action Arising Out Of Plant Closing

A luggage plant in France closes in 2007, so a class action suit for French post-termination benefits is brought against a former investor in Massachusetts in late 2011? Former Justice Souter joins the majority in the First...more

Bankruptcy Court Dismisses Class Action DFR Complaint Involving Airline Merger

One deliberately ironic facet of the 2004 film Howard Hughes bio-pic The Aviator (the one with Leonardo DiCaprio) is the fact that the airlines fighting for world dominance in the 1940s were Howard Hughes’ TWA and Juan...more

Leave My Employees Alone! You Promised You Wouldn’t Hire/Solicit Them

With the antitrust class action against Google, Apple, Intel and other Silicon Valley heavyweights nearly in the books ($300 million plus in settlements and millions more in defense fees later), it is time once again to ask...more

NLRB will focus on injunctions in successor cases: for potential buyers, 6 questions about their labor obligations

In another move to increase its relevancy and efficacy in the workplace, the National Labor Relations Board has indicated that it intends to focus on seeking injunctions in successor cases. Section 10(j) of the...more

Seventh Circuit Interprets ERISA’s Statute of Limitations for Fiduciary Breach: Fish v. GreatBanc Trust Company

The Seventh Circuit Court of Appeals in Fish v. GreatBanc Trust Company, No. 12-3330 (7th Cir. May 14, 2014), has issued a decision that clarifies the rules for suits for fiduciary breach under ERISA. The decision primarily...more

Act Now Advisory: Unions Swim Against the Tide as Pension Issues Surface for Negotiations and Organizing

Contributions to multiemployer defined benefit pension plans have been a mainstay, legacy feature of union negotiations in many industries. But the fabric of such staples may be tearing apart as employers contemplate the...more

Companies Acquiring Unionized Businesses Face Increased Scrutiny by the NLRB

Companies acquiring unionized businesses are likely to face increased scrutiny from the National Labor Relations Board (“Board”). On May 9, 2014, NLRB General Counsel Richard F. Griffin, Jr., issued a memorandum instructing...more

Decision Time: Patton Boggs Partners Mull Merger With Squire Sanders  [Video]

May 21, 2014 (Mimesis Law) -- Beleaguered after years of carrying too many lawyers and not enough work, law and lobbying firm Patton Boggs has tried and failed several times to merge with another law firm. Casey Sullivan, law...more

Wage And Hour Due Diligence Solutions In The M&A Context

As I mentioned yesterday, in order to avoid costly lawsuits or DOL enforcement actions, FLSA and state wage and hour due diligence should be a substantial part of the overall due diligence process in any deal involving a...more

Limiting Successor Liability Under The FLSA: Wage And Hour Due Diligence

Recently, my colleague Lindsey Marcus guest authored a post on yet another successor liability case, this time out of the Third Circuit. Her post reminded me of another case in the Seventh Circuit from 2013, and a larger...more

Third Circuit Articulates Theories Of Successor Liability Under FLSA

In Thompson v. Real Estate Mortgage Network, No. 12-3228 (3d. Cir. Apr. 3, 2014), the Third Circuit Court of Appeals recently found a successor employer potentially responsible for Fair Labor Standards Act (FLSA) violations...more

Third Circuit Embraces "Lower Bar" for Successor Liability under the FLSA

In Thompson v. Real Estate Mortgage Network, No. 12-3828, 2014 WL 1317137 (3d Cir. Apr. 3, 2014), the Third Circuit adopted a standard of successor liability that will lower the bar for whether an employer can be held...more

Failed Attempts to Enforce Employee Non-Compete and Confidentiality Agreements: On Employees of Acquired Companies in North...

Non-competition and confidentiality agreements can serve as invaluable tools to safeguard against the loss of confidential and proprietary information through current and former employees. However, recent state and federal...more

Third Circuit Applies More Relaxed Federal Standard To Successors In FLSA Cases

The Third Circuit Court of Appeals, which covers Pennsylvania, New Jersey, Delaware, and the U.S. Virgin Islands, recently became the third appellate court to adopt the federal common law standard for successor liability in a...more

Because M&A Due Diligence Was Not Already Complicated Enough…

A recent federal appeals court decision suggests that businesses looking at potential acquisitions or mergers have yet another, relatively new concern to their due diligence list when examining the target business: an...more

Muddy employee incentive issues in a disappointing exit: 9 practical tips for public company acquirers

In mediocre payout situations, transaction proceeds are unlikely to give a substantial (if any) return to common stockholders, yet may be sufficient to at least return the initial investment, and perhaps a liquidation...more

Private Employers Now Face Sarbanes-Oxley Whistleblower Protections

On Tuesday, the United States Supreme Court issued a ruling that dramatically expands the reach of whistleblower protection under the Sarbanes-Oxley Act of 2002 (“SOX”). The Court’s decision in Lawson v. FMR, LLC, 571 U.S. __...more

Don’t Forget Your Employees On Leave

Do you have an employee on long-term leave with a right to reinstatement? Is your business being acquired or bought out? Make sure you keep the employee in mind!...more

N.C. Business Court Weighs In On Enforcement of Restrictive Covenants Following Aquisition of a Company

Your company acquires another company through merger or stock purchase. You require the key employees of the acquired company to sign new employment agreements which provide for similar pay, benefits and job duties – but...more

What Happens To A Covenant Not To Compete Upon The Sale Of A Business?

Be careful with covenants not to compete when you buy or sell a business. That's the lesson from Amerigas Propane, LP v. Coffey, 2014 NCBC 4, decided this week by Judge Jolly....more

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