Mergers & Acquisitions Labor & Employment Civil Procedure

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Texas Court Refuses to Apply Texas Choice of Law in Non-Compete Fight Involving Texas Bank

A recurrent theme in non-compete litigation is the overriding importance of choice-of-law. The latest example comes to us from the United States District Court for the Southern District of Texas and pits a Texas choice-of-law...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

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

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

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

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

Long Arm of ERISA Tags Non-US Parent Company With Pension Liabilities of Its US Subsidiary

A non-United States entity seeking to acquire a United States entity should be aware that the acquisition may expose the non-US entity to any pension plan termination and withdrawal liabilities of the US target entity in...more

The Ropes Recap: Mergers & Acquisitions Law News

In this issue: - News from the Courts - Delaware Legislative Update - Notable Deals - News from the SEC - London Update - Asia Update - Deal Stat Snapshot -...more

A WARNing to Private Equity Regarding Potential Liability for Employment Decisions by Portfolio Companies

A federal district court in Indiana recently ruled that a plaintiff's class action lawsuit could proceed against both a New York private equity firm and one of its portfolio companies for an alleged violation of the Worker...more

A-Rod Situation Highlights Risks of Long-Term Contracts

A-Rod Situation Highlights Risks of Long-Term Contracts by Gary S. Young on August 16, 2013 The two contracts previously awarded to Alex Rodriguez are widely regarded as being the two worst contracts in the history of...more

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

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

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...

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

Seventh Circuit Affirms Imposition of Successor Liability for FLSA Claims

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

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

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...

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

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

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

AMR Update: Judge Authorizes American Airlines to Reject Pilots’ CBA

On September 4, 2012, Judge Sean H. Lane granted American’s renewed motion to reject its CBA with the Allied Pilots Association. As discussed HERE, on August 15, the court denied American’s original motion to reject the CBA...more

BLG Monthly Update for July 2012

Gamekeepers, lap-dancers and neat contracts cases -- all this and more in the BLG Monthly Update for July 2012!...more

Seventh Circuit Gives Guidance on McCaskill-Bond Amendment to Federal Aviation Act

The McCaskill-Bond Amendment to the Federal Aviation Act provides that a merger of air carriers requires the new entity to merge the seniority lists of the two carriers’ employees. Republic Airways acquired Midwest Airlines,...more

Turbervilles Business Newsletter - Winter 2011

Welcome to our Winter Newsletter. In this edition, we look at why it may be possible for firms to make a profit when pursuing payment of overdue invoices. A firm of surveyors must pay £18m after giving negligent...more

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