Successors

News & Analysis as of

Employer Can Be Liable For Its Predecessor’s FLSA Violations

The Third Circuit Court of Appeals recently held that an employer can be liable for its predecessor’s violations of the Fair Labor Standards Act. Thompson v. Real Estate Mortgage Network, No. 12-3828 (3d Cir. Apr. 4, 2014)....more

Grace v. Ashbridge LLC, C. A. No. 8348-VCN (Del. Ch. Dec. 31, 2013) (Noble, V.C.)

In this memorandum opinion, the Court of Chancery dismissed an action seeking indemnification and advancement, finding that the plaintiff was not entitled to indemnification under the operating agreement of a Delaware limited...more

Second Circuit Rules for Mutual Fund Trustees in Suit Alleging Breach of Fiduciary Duty in Approving Successor Advisory Contracts...

The U.S. Court of Appeals for the Second Circuit affirmed the dismissal on a motion for summary judgment of a derivative suit against the independent trustees of a mutual fund group in which the plaintiff shareholder alleged...more

"The Landscape of CEO Succession Issues"

A board’s decision as to whether, when and how to terminate the employment of a CEO and hire a successor is among the most critical decisions facing the board of any company — large or small, public or private, established or...more

Successor Banks of FDIC assets Not so Jolly after Jolley - A New Duty to Investigate?

A recent California case appears to contradict the general rule holding that a successor bank that has acquired a commercial loan through an FDIC receivership may owe a duty to a commercial borrower to reasonably investigate...more

FCPA “Reform”: Another Shot In The Dark

Timing is everything. Woody Allen said it best – 80 percent of life is just showing up. Unless you are the Chamber of Commerce. Talk about bad timing and sour grapes....more

Mind the Perception Gap when Communicating Major Announcements

A proper focus on stakeholder needs—and expected perceptions—is paramount when communicating major corporate events. Research In Motion’s (RIM) recent announcement of its new CEO is a prime example of the role emotion can...more

Employment Flash - February 2013

In This Issue: - Ohio Supreme Court Reverses Decision on Surviving Merger Entity’s Ability to Enforce Noncompetition Agreements - “Sweet” Decision for California Employers: Court Approves Time Rounding in Case...more

Bankruptcy Loses Arguments for Special Relief Under Prepetition Agreements for Environmental Liability

A recent case from the U.S. District Court for the Southern District of New York addressed the recurring conflict between the goals of bankruptcy law, which seeks to give debtors a fresh start, and the goals of federal and...more

Rogers Towers: Use of FDIC Special Powers: Knowledge by the FDIC or its Assignees is Irrelevant

In previous posts, we introduced the protections afforded the FDIC by the D’Oench Doctrine and 12 U.S.C. § 1823(e), which bar claims and defenses against the FDIC and its assignees by private parties based on improperly...more

Communicate CEO Turnover

More than any other company move, CEO successions form headlines, providing an important indication of an organization’s viability. Executive leadership changes have a profound effect not only on public perception, but on the...more

IRS Releases Proposed Regulations on the Affordable Care Act's Play or Pay Mandate

On January 2, 2013, the Department of Treasury and Internal Revenue Service (collectively “IRS") published proposed regulations ("Proposed Regulations") on the Affordable Care Act's employer shared responsibility provisions,...more

Rogers Towers: Use of FDIC Special Powers by Assignees of the FDIC

Courts have extended the protections afforded the FDIC by the D’Oench Doctrine and 12 U.S.C. § 1823(e) to successors or assignees of the FDIC as receiver of the failed banks....more

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