Employment Law This Week: Sexual Orientation Discrimination Suits, Tip Pooling, Successor Liability, Trade Secrets, Workplace Solicitation
This CLE course will guide deal counsel in drafting and negotiating asset purchase agreements. The panel will discuss legal considerations when negotiating representations and warranties, indemnities, covenants, closing...more
Since at least the adoption of the organizational Federal Sentencing Guidelines in 1991, the government has encouraged companies to adopt an effective compliance program that prevents and deters misconduct....more
1. A Nightmare Acquisition - Your Company has recently acquired a small logistics company with a strong business reputation. Eighteen days after the acquisition was finalized, you receive a call that there has been a...more
On March 7, 2024, Deputy Attorney General Lisa Monaco said that the U.S. Department of Justice (DOJ) will test out a program to pay whistleblowers if they provide information on serious financial crimes and foreign and...more
What You Think Won’t Be an Issue Might Be – Don’t Wait to Assess Environmental Liabilities - Total commercial real estate transactions in 2022 were valued at approximately $1.14 billion. As events of environmental...more
When contemplating an acquisition, companies rely upon the due diligence process to discover the target’s potential liabilities, such as False Claims Act (FCA) liability, so they can proceed accordingly. This may involve...more
When acquiring a business, companies sometimes unwittingly buy an employment lawsuit. Recently, the 10th Circuit – the federal appeals court that applies to Oklahoma employers – explained when a successor business can be held...more
Purchase agreements almost always attempt to limit potential successor liability for the purchaser in the deal. However, in EEOC v. Roark-Whitten Hospitality 2 et al. (“EEOC v. RW2”), the Tenth Circuit determined that a...more
We once had a client opine that he was looking to acquire a new business and not a lawsuit to go along with it. The risk of buying a company with poor human resource practices or pending claims should make review of labor...more
The arduous process of FCPA compliance requires risk teams to digest and cross-reference a morass of information – from internal data analysis to human representatives collecting interviews on the ground. Diligence failures...more
Key Takeaways: The Third, Sixth, Seventh, and Ninth Circuit Courts of Appeals have recognized the doctrine of federal common law successor liability for claims brought under certain federal labor and employment statutes,...more
How Do I Hold You Liable? Let Me Count The Ways . . . When the owner(s) incorporate an existing business, the corporation is not necessarily a tabula rasa with respect to the creditors of the business being...more
Our Virtual Regional Compliance Conferences provide updates on the latest news in regulatory requirements, compliance enforcement, and strategies to develop effective compliance programs. Watch, listen, and ask questions from...more
COVID-19 and the resulting economic uncertainty are adversely impacting businesses worldwide. Colorado companies that are financially distressed may be unable to survive alone and may consider reevaluating consolidation...more
Six months after the onset of the coronavirus pandemic, many merger and acquisition transactions remain delayed or sidelined. As companies report their Q2 financial results, investors are also focused on opportunities to...more
When buying a business, purchasers must take into consideration the possibility of “successor liability” – that is, the buyer’s assumption of the seller’s liabilities and prior conduct upon purchasing a corporation....more
A business swoops in and buys substantially all of the assets of a competitor in distress, but first does its due diligence and discovers the skeletons in the closet. The purchaser expressly does not assume the competitor’s...more
How can private equity firms identify and mitigate inherited liability risk from vulnerable portfolio companies? Ongoing big ticket regulatory fines coupled with high profile corporate veil cases indicate that private...more
The UK Information Commissioner's Office announced more than £280 million of fines last week, in connection with data protection breaches. It singled out the perceived failure of buyers to conduct proper data protection due...more
As data is quickly becoming a significant corporate asset, lawyers in corporate transactions need to consider the associated legal risks. Failure to understand and address these risks can result in significant future costs to...more
Several years ago (or in the recent past as some would say), pre-acquisition due diligence was a major compliance focus for global companies that grew through aggressive merger and acquisition strategies. ...more
If an employer withdraws from a multiemployer pension plan such that the employer no longer has an obligation to contribute to the plan, the withdrawing employer is generally responsible for its share of the plan’s...more
•Many medical products can be exported to Iran – so long as a license is obtained •Imposition of successor liability underscores importance of pre-transaction due diligence •OFAC enforcement, as in the past, continues...more
A common method for business expansion is for one company to acquire another company’s operations and then merge the operations into the acquiring company. However, even when care is taken to structure such acquisitions to...more
The FTC can hold an acquirer responsible for the bad data security practices of a company that it acquires. Evaluating a potential target’s data security practices, however, can be daunting and complicated by the fact that...more