Employment Law This Week: Sexual Orientation Discrimination Suits, Tip Pooling, Successor Liability, Trade Secrets, Workplace Solicitation
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
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
Successor liability is a phrase that corporate officers hope to never have to utter to their board of directors or shareholders. Unfortunately, it’s a common phrase in environmental litigation and a need-to-know concept in...more
Supreme Court of New York, New York County, April 24, 2022 - The defendant, PB Heat LLC, filed a motion to dismiss the plaintiff’s complaint and a motion to impose sanctions. The plaintiff filed suit against PB Heat...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
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
In Crashfund LLC v. FaZe Clan, investors in Wanderset Inc. sued successor e-gaming company, FaZe Clan. Wanderset investors claimed that their agreements with Wanderset granted them conditional rights to obtain stock...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
Buyers of assets typically like to pick and choose the assets and liabilities that they will acquire. In general, the law permits this. Thus, a corporation that purchases the principal assets of another corporation, will not...more
Q: What are the key considerations related to any deal structure? There are four: tax effects, transfer of liability, third party consents, and shareholder approval. Tax effects from transactions can be complex and are...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
Last month, Professor Stephen Bainbridge posed the question of whether California recognizes the de facto merger doctrine outside of the successor liability context. Here was my response. Less than two weeks later, the...more
Yesterday, Professor Stephen Bainbridge noted that California has applied the de facto merger doctrine to an asset purchase transaction to hold the acquiring corporation liable for tort liabilities of the selling corporation....more
Generally, product liabilities do not flow to the buyer of a company’s assets, which can be a driving force behind structuring a deal as an asset purchase as opposed to a corporate merger. There are four traditional...more
On April 5, the Court of Appeals for the Eighth Circuit wiped out a jury verdict in a products liability action and $13 million punitive damages award against a manufacturer and its wholly owned subsidiary on the basis that...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
The FTC can hold an acquirer responsible for the bad data privacy practices of a company that it acquires. Evaluating a target’s data privacy practices, however, can be daunting and complicated by the fact that many “data”...more
American business experienced a near record number of mergers and acquisitions in 2016, and this trend is likely to continue in 2017. Such corporate transactions raise a number of legal issues, including employment issues....more
Program Highlights Please join the Locke Lord Employee Benefits and Executive Compensation Group for our 28th annual employee benefits seminar via webinar. Our attorneys will provide an overview of current developments...more
Last week, Microsoft announced its purchase of LinkedIn for $26.2 billion. This acquisition is interesting for a number of reasons, and is very likely to affect the future of professional social networking. It also got us...more
This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more
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
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