Mergers and Acquisitions

We are writing with another update on French labor law that could impact international corporate transactions.  French President Francois Hollande has proposed a change to French legislation that could remove the threat of imprisonment for directors and senior employees who are found to have breached obligations to consult with works councils and other employee representatives.  The implications of this change would be important for businesses in France, and also for international companies involved in mergers, acquisitions and divestitures in France.
Continue Reading Reduced Risk for International Companies Operating In France: Potential Removal Of Severe Sanctions For Failure to Consult with Works Councils

By: Chris Bracebridge, Luciana Griebel, Helena Milner-Smith, and Jenna Wallace

A French law that comes into force on November 1, 2014 will give employees new rights to be informed prior to the sale of a small or medium-sized company, thereby allowing them the opportunity to make an offer to purchase the company.  Companies that meet certain threshold requirements (details below) will be required to inform staff of the owner’s intent to sell either the business or shares or securities giving access to the majority of the company’s capital. Failure to comply with the new law may lead to a substantial fine and could even result in the sale being nullified by a court order.  The implications of this law are important for business owners in France and also for international companies considering acquisitions in France.
Continue Reading A Trap for the Unwary in International Acquisitions: New Information Rights for Employees Prior to Sale of Company in France

Corporate lawyers negotiating asset purchase agreements believe strongly in the concept of freedom of contract.  Asset purchase agreements invariably have carefully crafted provisions dictating which assets and liabilities transfer to the buyer and which assets and liabilities remain with the seller.

Unfortunately, when it comes to employee and employee benefit liabilities, courts don’t always respect these carefully written contracts.  Courts are loathe to rule against employees or retirees who have lost certain rights or benefits as a result of a transaction, and an unsuspecting buyer can easily find itself responsible for employee-related liabilities that the buyer thought it had avoided.

In a recent example of this “buyer beware” phenomenon, the 7th Circuit held in Teed v. Thomas & Betts Power Solutions that an asset buyer was on the hook for a $500,000 settlement award for violations of the Fair Labor Standards Act (“FLSA”), even though the buyer expressly disclaimed the liability in the asset purchase agreement.
Continue Reading Buyer Beware: Asset Purchaser Liable for Predecessor’s FLSA Liability