News & Analysis as of

Successors

Before You Acquire That Business, Understand the NLRB’s Successor Bar Doctrine

by SmithAmundsen LLC on

When a change of ownership occurs for a business that employs individuals who are represented by an incumbent union, the new owner must be aware of the National Labor Relations Board’s (NLRB) successor bar doctrine. It used...more

A Full Menu of Potential Legal Issues for Hospitality Owner/Operators

by Epstein Becker & Green on

Legal compliance is a challenging endeavor, especially in the hospitality industry, where owner/operators must focus on meeting their business objectives, staying competitive, and growing in their respective markets. In...more

(Another) New Burden Placed on Pennsylvania Long Term Care Facilities- Determining Whether an Agent Actually Had Authority to Sign...

by Tucker Arensberg, P.C. on

On February 1, 2017, the Pennsylvania Superior Court ruled in Petersen v. Kindred Healthcare, Inc., 2017 PA Super. 26, that a party, such a nursing home, must determine whether a successor agent actually has authority to act...more

Predecessor and Successor Regulations

by Alston & Bird on

In December, the Treasury published temporary and proposed regulations clarifying the application of Section 355(e) when the distributing (D) corporation or the controlled (C) corporation has a predecessor (P) or...more

2016 half-year in review: M&A legal developments

by White & Case LLP on

We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

Implementing a Compliant Successor in Interest Confirmation Process Will Pose Significant Challenges for Mortgage Servicers

Arguably the most significant element of the recent amendments to the existing mortgage servicing regulatory framework by the Consumer Financial Protection Bureau (CFPB) is the new structure that has been laid out for dealing...more

Spruce Up Survives, But a Successor's First Communication to a Predecessor's Employees is More Critical Than Ever

by Littler on

In Paragon Systems, Inc., 364 NLRB No. 75 (2016), the National Labor Relations Board declined the General Counsel’s request to overturn its 42-year-old decision in Spruce Up Corp., 209 NLRB 194, 195 (1974), enfd. per curiam...more

Blurred Lines: Under New “Perfectly Clear” Standard, NLRB Finds that Seller’s Conduct Prohibits Asset Purchaser from Setting...

by Seyfarth Shaw LLP on

Seyfarth Synopsis: In yet another pro-union, results-driven decision, the NLRB announces a new approach to evaluating whether an asset purchaser has forfeited its right to set initial terms and conditions when offering...more

The potential class action: British Columbia Supreme Court keeps door open to certification of wrongful dismissal claim

by DLA Piper on

In Tonn v Sears Canada Inc.1 the British Columbia Supreme Court rejected a plaintiff’s attempt to certify a class action for wrongful dismissal under the Class Proceedings Act2 (“CPA”). However, this was not the end of the...more

New York City Expands Law Governing Displaced Building Service Workers

by Littler on

Mayor Bill de Blasio recently signed a bill amending the New York City Displaced Building Service Workers Protection Act (“the Displaced Workers Act” or “the Act”), first enacted by the City Council in 2002. As originally...more

Can Non-Compete Agreements Be Classified As Personal Services Contracts?

by Fisher Phillips on

In Symphony Diagnostic Services No 1 Inc. d/b/a MobilexUSA v. Greenbaum, the Eighth Circuit Court of Appeals tjust addressed an issue that frequently arises in the non-compete context: what happens when a company buys the...more

Non-Compete Agreements may be Transferred and Enforced by the Successor Employer Following an Asset Purchase Sale

by Franczek Radelet P.C. on

The Eighth Circuit Court of Appeals recently held that non-compete agreements may be transferred to a successor employer through an asset sale and enforced by that successor employer against the employees who previously...more

Sixth Circuit Tri County Decision Provides Much-Needed Clarity on “Successor” Provision in Ohio Franchise Law

by McDermott Will & Emery on

I attach a copy of the US Court of Appeals for the Sixth Circuit’s recent decision in Tri County Wholesale Distributors v. Labatt USA Operating Company, Nos. 15-3710/3769 (6th Cir., July 6, 2016). For students of the...more

After Inventor Dies, Patent Infringement Lawsuit Is Dismissed for Lack of Standing on Court's Own Motion

Chris Tavantzis and ChrisTrikes Custom Motorcycles, Inc. ("ChrisTrikes") filed a complaint against a number of individuals and entities that allegedly infringed on a patent for a wheelchair-accessible motorcycle (the...more

"Insights Conversations: Employment Factors to Consider in Carve-Out Transactions"

Carve-out transactions can quickly become complicated by employment considerations — who stays, who goes and what practices govern the transitions. At the April 18, 2016, "Skadden Cross-Border M&A Conference 2016:...more

When Nobody Knows the Answers: What to Do When a 30 (B)(6) Notice is Served on a Successor Corporation

by Stinson Leonard Street on

SUCCESSOR CORPORATION - Federal Rule of Civil Procedure 30(b)(6) allows a party to take the deposition of an organization by identifying the topics about which the party seeks information from the corporation. In...more

NYC Expands Scope of Displaced Building Service Workers Protection Act

by Proskauer Rose LLP on

Background - In 2002, Mayor Bloomberg signed the New York City Displaced Building Service Workers Protection Act ("DBSWPA" or "Act") into law. The DBSWPA significantly affects companies' labor and employment...more

New OIG Exclusion Guidance

by Benesch on

On April 18, 2016, the Department of Health and Human Services Office of the Inspector General (“OIG”) issued revised criteria for implementing permissive exclusion authority. These revisions are a non-binding policy...more

Appellate Court Notes

by Pullman & Comley, LLC on

Supreme Court Advance Release Opinions: SC19493 - Standard Oil of Connecticut, Inc. v. Administrator, Unemployment Compensation Act - SC19493 Dissent - Standard Oil of Connecticut, Inc. v. Administrator,...more

Court Holds That Order Allowing A Successor Trustee And Reinstating A Prior Trustee Is Appealable

by Winstead PC on

In In re Tipps, an elderly woman’s son became trustee of a trust due to her incompetency, and the son and his brother went to a mediation concerning a guardianship proceeding and other issues. No. 05-14-01495-CV, 2016 Tex....more

SAG-AFTRA and the Joint Policy Committee Reach Tentative Agreement on Successor Commercials Contracts

by Reed Smith on

On April 3, 2016, SAG-AFTRA and the ANA-4A’s Joint Policy Committee on Broadcast Talent Union Relations reached tentative agreement on successor Commercials Contracts. For more regarding the parties’ agreement, please visit...more

Statute Authorizing Transfer of Local Taxes as Penalty is Unconstitutional

by Best Best & Krieger LLP on

California Appellate Court Ruling on Proposition 22 - A statute authorizing the transfer of sales and use tax and property tax revenues from cities is unconstitutional on its face, the California Court of Appeal found...more

Ohio Court of Appeals Upholds a Successor Manufacturer’s Termination of a Distribution Franchise

by McDermott Will & Emery on

The “successorship” provision of Ohio’s franchise law for alcohol beverages has spawned much litigation over the past two decades. Premium Beverage Supply, Ltd. v. TBK Production Works, Inc. represents the latest chapter of...more

California Supreme Court Rules in Yvanova That Borrowers May Have Standing To Allege Certain Defects In Assignments

by Goodwin on

Do borrowers have standing to challenge a non-judicial foreclosure on the ground of alleged defects in an assignment from the original lender to a successor? This is a question that has divided courts, both in California and...more

Asset Transferee Cannot Appeal Reexamination

by Foley & Lardner LLP on

The Federal Circuit dismissed the appeal in Agilent Technologies, Inc. v. Waters Technologies Corp., because the appellant was not a “third-party requester” dissatisfied with the final decision in an inter partes...more

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