Mergers & Acquisitions, Labor & Employment Law, Civil Procedure

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

Employers Can Inherit The FLSA Liabilities Of Acquired Companies In 7th Circuit

by Michael Cardman | XpertHR - Partnered with LexisNexis on 4/8/2013

A new federal appeals court ruling on March 26, 2013, shows the old warning "buyer beware" applies not just to used cars but also to companies....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

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

The Gathering Storm: Equity Compensation and 10b5-1 Plans Under Attack

by Christina Costley, Michael Diver, Bruce Vanyo | Katten Muchin Rosenman LLP on 1/24/2013

In this presentation: - The Genesis – Merger Objection Cases - The New Wave of Injunction Cases - Say-on-Pay Injunction Cases - Share Issuance Injunction Cases - Post-Vote Derivative Cases -...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