Successor Liability

News & Analysis as of

Amendments to New York's Wage Theft Prevention Act: A Double-Edged Sword for Employers

On December 29, 2014, Governor Andrew Cuomo signed a bill into law that amends the New York Wage Theft Prevention Act (the "Act"). While the amendments relieve New York employers from some administrative burdens, that is...more

It’s All in the Family: Shifting Standards for Joint-Employer Liability

The concept of joint-employer liability is popping up in the news a lot again. This is because the NLRB is taking a more aggressive view on joint-employer standards under the National Labor Relations Act, particularly as to...more

Changes to New York’s Wage Theft Prevention Act Eliminating the Annual Wage Notice Requirement

On December 29, 2014, Governor Andrew Cuomo signed a bill that amends the Wage Theft Prevention Act (the “WTPA”) eliminating the burdensome annual wage notice requirement that was previously placed on employers (the...more

For whom the bell tolls: the changing joint employer standard and what it means for your business

The joint employer standard is changing rapidly, and businesses – among them franchisors and investors – need to be aware of the emerging landscape to protect their brands and their bottom lines. The most important...more

DOL Administrative Review Board Nixes Greedy H-1B Worker's Front Pay Appeal Based on New H-1B Employer Petition Approval

The U.S. Department of Labor (DOL) has just released a final decision and order rendered this past July by the Administrative Review Board (ARB), holding that an H-1B worker's front pay claim against a former employer is cut...more

Another Circuit Finds Federal Substance over Form Doctrine Inapplicable in Transferee Liability Case

For a transferee of assets to be held liable under Section 6901 for the income taxes of the transferor, two elements must be met. First, the party must be a transferee under Section 6901. This is a federal law question, and...more

Guarantors of a Construction Loan were Exonerated From Liability by a Bank's Misconduct Under the Loan Agreement, Notwithstanding...

California Bank & Trust's predecessor bank ("Bank") granted a $22.5 million construction loan to Five Corners Rialto, LLC ("Five Corners") to develop a 70-unit townhome project in two phases. Two principals of Five Corners...more

Alstom Joins Santa’s Naughty List – In a Very Big Way

The North Pole for Foreign Corrupt Practices Act (FCPA) enforcement action announcements seems to have temporarily moved south for the month of December. Last week there was the final announcement of the long-standing Avon...more

Section 363 Sale Order Enjoining Successor Liability Claims Not Subject to Subsequent Attack by State Agencies

A recent decision in the ongoing bankruptcy proceedings for Chrysler has reinforced the authority of a bankruptcy court to interpret its own sale orders, and where appropriate, to enforce such an order by preventing creditors...more

DOJ Issues Opinion, Provides (Some) Comfort on Successor Liability

In a recent Opinion Procedure Release (OPR), Number 14-02, the U.S. Department of Justice expressly limited successor liability for a US company purchasing a non-US company that had paid bribes in the past. In so doing, DOJ...more

DOJ Releases Second FCPA Opinion of 2014

The U.S. Department of Justice recently publicized its second Foreign Corrupt Practices Act Opinion Procedure Release of 2014. In the Release, the DOJ reiterated that an acquiring company may not inherit FCPA liability when...more

Recent Developments in Successor Liability under the FCPA and UK Bribery Act

I. New Guidance from the DOJ - On November 7, 2014, the Department of Justice (“DOJ”) issued a Foreign Corrupt Practices Act (“FCPA”) Opinion Procedure Release 14-02 (the “DOJ Opinion”) that provides real-world...more

The Product Line Exception to Successor Liability Rules in the United States

In the United States, the general rule is that the purchaser of a business by way of an asset purchase is only responsible for those liabilities that it expressly or impliedly assumes from the seller. However, Canadian...more

DOJ Is Moving Away From The Halliburton Opinion

The U.S. Department of Justice just issued its most recent Foreign Corrupt Practices Act opinion release, only the second in 2014. The requestor, a publicly traded U.S. consumer products company, sought an opinion as to...more

Higher FCPA risks for mergers and acquisitions? Opinion Release 14-02 and your growing business – three steps

The Department of Justice has announced that it would take “no action” against a multinational corporation in connection with its acquisition of a foreign corporation with significant record-keeping deficiencies and a history...more

This Week In Securities Litigation

The Commission filed another settled FCPA action this week. The proceeding named two U.S. citizens living abroad as Respondents. The DOJ issued an Opinion discussing successor liability....more

DOJ’s Second Opinion Release of 2014: Is DOJ Evolving Away from the Halliburton Opinion Standard?

The Department of Justice (“DOJ” or the “Department”) just issued its most recent FCPA Opinion Release, only the second in 2014. The Requestor, a publicly traded U.S. consumer products company, sought an opinion as to whether...more

Caveat Emptor: Five Steps to Avoid FCPA Successor Liability in M&A

Anti-corruption due diligence has become increasingly common in the M&A context. But when such pre-acquisition diligence identifies possible improper payments to foreign government officials or other red flags, what is the...more

Opinion Release 14-02: Dis-Linking The Illegal Conduct Going Forward

One of my favorite words in the context of Foreign Corrupt Practices Act (FCPA) enforcement is dis-link. I find it a useful adjective in explaining how certain conduct by a company must be separated from the winning of...more

NLRB Reverses Its Stance on Determining Successor Liability for Refusal to Hire

Companies who have bought or are considering buying unionized workplaces should familiarize themselves with a significant decision affecting liability issues made last month by the National Labor Relations Board (NLRB)....more

Sixth Circuit Declines Deference to DOL and Enforces Venue Selection Clause

The Sixth Circuit recently held that a venue selection clause in an ERISA-governed pension plan was enforceable and, in so ruling, refused to give deference to the DOL’s contrary position. See Smith v. AEGON Cos. Pension...more

High Court Clarifies Duties To Subsequent Purchasers – Brookfield Multiplex v Owners Corporation

The duty of care owed by a builder to subsequent purchasers of a building has long been a source of contention. In a decision handed down on 8 October 2014, the High Court in Brookfield Multiplex Limited v Owners Corporation...more

Inside M&A - Fall 2014

Managing Compliance Risks in M&A Transactions - Buyers can acquire unintended and potentially very damaging liabilities together with target business or assets. Analyzing the financial situation of a target company,...more

Buyer Beware – Continuing Its Controversial Changes, NLRB Increases the Price Tag of a Successor's Unlawful Failure to Hire Its...

On September 30, 2014, the National Labor Relations Board overruled established precedent once again. The Board’s decision enhanced the liability to which a successor employer is exposed when it fails to hire employees of its...more

Accountant and Attorney Liability Newsbrief - Fall 2014

In This Issue: - Attorneys’ E-mails to Client’s Independent Contractor May Be Protected by Attorney-Client Privilege - New York Appeals Court Decision Allows Predecessor Counsel to Place Equal Blame on Successor...more

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