Successor Liability

News & Analysis as of

High Court Holds That Liability For Series Of FOS Complaints Did Not Transfer By Way Of Part VII FSMA Business Transfer Scheme

The court considered whether liability for a series of Financial Ombudsman Service (FOS) complaints had been transferred by way of an insurance business transfer scheme under Part VII of the Financial Services and Markets Act...more

Could Your Employees Be Eligible for FMLA Leave on Their First Day of Work? The Answer Could Be Yes

It would be easy for employers to assume that they need not worry about an employee’s eligibility for Family and Medical Leave Act (“FMLA”) leave until at least one year has passed since the employee began working for the...more

June 2015: Insurance Litigation Update

New York’s First Judicial Department Splits from Other Courts and Applies Common Interest Privilege to Communications Not in Anticipation of Litigation. Last December, the Appellate Division of the Supreme Court of New York,...more

The Foreign Corrupt Practices Act: At a Glance

In this issue: - FCPA AT A GLANCE - THE ANTI-BRIBERY PROVISIONS OF THE FCPA - TO WHOM THE ANTI-BRIBERY PROVISIONS APPLY - THE PAYMENT ELEMENT - THE CORRUPT INTENT ELEMENT - WHO IS A...more

Successor Liability for Discrimination Claims

Since most businesses are organized in a corporate form, the typical defendant in an employment discrimination lawsuit is a corporation. If a corporate defendant is dissolved during the course of the lawsuit and has few or...more

Licensed Insurance Companies Exempt from Maryland Income Tax

Are insurers licensed to do business in Maryland subject to state income tax on profits derived from sources other than insurance policy premiums? That was the question before the Maryland Tax Court in National Indemnity...more

A Look at the Friendly Foreclosure Option

When a debtor defaults on a loan secured by personal property, the secured lender has several options for repayment. One option is to sell the collateral securing the debt pursuant to Article 9 of the Uniform Commercial Code...more

Judge Protects GM Against Most, But Not All, Ignition Switch Claims

Judge Robert Gerber ruled last week that General Motors LLC (“New GM”), the entity formed in 2009 to acquire the assets of General Motors Corporation (“Old GM”), is shielded from a substantial portion of the lawsuits based on...more

Reminder for N.Y. Employers: Significant Labor Law Amendments Take Effect February 27

As we previously reported, the New York State Legislature last June passed a Bill, intended to revitalize the Wage Theft Prevention Act (WTPA), that proposed significant changes to the state’s labor laws. Among other things,...more

Illinois Court Finds Duty to Defend Underlying Toxic Tort Claims

In its recent decision in Ill. Tool Works Inc. v. Travelers Cas. & Sur. Co., 2015 IL App (1st) 132350 (Ill. App. Ct. 1st Dist. 2015), the Appellate Court of Illinois, First District, had occasion to consider whether an...more

Oil Price Decline: Positioning for Turnaround or Sale

As a reaction to the dramatic oil price volatility, many energy companies plan to streamline operations by reducing work force and shedding assets. Those who do so face tightening credit and decline in asset value that may...more

New York Court Dispenses with the Litigation Requirement for the Application of the Common-Interest Privilege: Why Transactional...

In a recent decision, the Appellate Division of the Supreme Court of New York, First Judicial Department, broke with other New York courts and joined Delaware and federal courts in applying the common-interest privilege to...more

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

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

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