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Private equity fund has controlled group liability for underfunded pension plan

Pillsbury Winthrop Shaw Pittman LLP
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USA
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January 10 2008

In a decision having far-reaching implications, the Pension Benefit Guaranty Corporation (PBGC) Appeals Board recently held that a private equity fund ("Fund") was jointly and severally liable for a funding shortfall in a pension plan of one of its portfolio companies

Delaware Chancery Court addresses the cancellation value of employee stock options in mergers

Paul, Weiss, Rifkind, Wharton & Garrison LLP
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USA
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July 27 2007

When a corporation is acquired in an all-cash merger, it is generally anticipated that the target company’s employee and officer stock options will be cancelled, with the holders receiving the excess, if any, of the per-share consideration paid in the merger over the per-share exercise price of their options

Delaware Chancery Court opinion addresses cancellation of stock options in a cash merger transactions

Fried Frank Harris Shriver & Jacobson LLP
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USA
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August 7 2007

A recent decision from the Delaware Chancery Court, Lillis v. AT&T Corp., No. 717-N (Del. Ch. July 20, 2007) (Lamb, V.C.), provides helpful guidance on the often troublesome issue of the right of acquirors to cash out and cancel compensatory stock options in cash merger transactions

Need for consultation with the Works Council with respect to a share transaction at the level of the holding company?

Bird & Bird
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Netherlands
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May 6 2008

In general there will be a need to consult with the Works Council of a Dutch company with respect to a contemplated decision to sell and transfer the shares in the Dutch company

Is it competing? Magazine mogul sues for declaration of rights under agreements

Seyfarth Shaw LLP
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USA
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September 7 2009

Jerry Powers, the founder of Miami's successful magazine, Ocean Drive, has sued the purchaser of the business and now-publisher of the magazine, Niche Media Holdings, LLC ("Niche Media") seeking a declaratory judgment that the non-compete restrictions contained in the parties' asset purchase agreement ("APA") and the employment agreement he entered into following the sale do not (a) prevent Powers from helping inner-city youth publish their own magazine (Inspire, Enrich & Empower or IE2) as part of a non-profit effort and (b) prevent Powers from working in the luxury magazine world after November 1, 2009

Ohio Supreme Court reaffirms narrow exception to broad BWC successor rules

Porter Wright Morris & Arthur LLP
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USA
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June 17 2009

The Ohio workers' compensation successor-in-interest rules frequently catch even the most seasoned corporate M&A attorney off guard

Nevada Supreme Court rules that restrictive employment agreements acquired through mergers are not subject to Nevada's strict assignment rule

Seyfarth Shaw LLP
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USA
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July 2 2009

In a decision that encourages cost efficient corporate mergers in Nevada, the Nevada Supreme Court in HD Supply Facilities Maintenance v. Bymoan, 2009 WL 1635924 (June 11, 2009) recently ruled in an en banc decision that restrictive employment agreements acquired through corporate mergers do not require a showing that the agreements’ assignment provisions were negotiated at arm’s length or are supported by separate consideration

Luxembourg legal update

Clifford Chance LLP
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Luxembourg
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January 12 2011

A new law dated 27 October 2010 entered into force on 7 November 2010

TUPE: ECJ confirms service company employees transfer employment on business transfers

King & Spalding LLP
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European Union, United Kingdom
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October 22 2010

The European Court of Justice (the ECJ), in Albron Catering BV v. FNV Bondgenoten and Roest, has confirmed on 21 October 2010 that employees employed by a service company who are assigned to a business will automatically transfer their employment to the acquirer of the business even though they are not employed by the “transferor” of the business

The interplay between mergers and enforceability of non-competition agreements

Dinsmore & Shohl LLP
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USA
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January 28 2011

Imagine learning that your employee's non-competition period began to runand may even have run through its entire termbefore that employee even leaves your company

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Search results

Private equity fund has controlled group liability for underfunded pension plan

Delaware Chancery Court addresses the cancellation value of employee stock options in mergers

Delaware Chancery Court opinion addresses cancellation of stock options in a cash merger transactions

Need for consultation with the Works Council with respect to a share transaction at the level of the holding company?

Is it competing? Magazine mogul sues for declaration of rights under agreements

Ohio Supreme Court reaffirms narrow exception to broad BWC successor rules

Nevada Supreme Court rules that restrictive employment agreements acquired through mergers are not subject to Nevada's strict assignment rule

Luxembourg legal update

TUPE: ECJ confirms service company employees transfer employment on business transfers

The interplay between mergers and enforceability of non-competition agreements

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