Corporate Transactions and Bankruptcy: Employment

An introduction to disclosure schedules, including a discussion of the key drafting and reviewing considerations.

Commentary on the key terms and conditions commonly found in merger agreements for public target companies.

A model retention agreement, sometimes referred to as a stay bonus agreement, for a private employer to use when offering an employee a retention bonus for remaining with the employer until a specified date. This retention bonus agreement is based on federal law. This Standard Document has integrated notes with important explanations and drafting tips.

A covenant which restricts the seller and its affiliates from competing with the target company or the acquired business and from soliciting employees and customers of the target company or the buyer for a period of time after the closing. This covenant can be used in connection with a private stock purchase, asset purchase or merger. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.

A due diligence checklist for labor and employment specialists representing the buyer to use when conducting labor and employment due diligence in connection with an M&A transaction.

A Checklist of immigration matters to consider when terminating a sponsored foreign employee. This Checklist addresses the critical issues and action items that employers should consider when a foreign worker is being terminated. It also highlights the termination's impact on the employee's immigration status.

A Q&A guide to state versions of the federal Worker Adjustment and Retraining Notification (WARN) Act for private employers in Arkansas. This Q&A addresses notice requirements in cases of plant closings and mass layoffs. Federal, local or municipal law may impose additional or different requirements. Answers to questions can be compared across a number of jurisdictions (see Mini-WARN Acts: State Q&A Tool).

A Q&A guide to state versions of the federal Worker Adjustment and Retraining Notification (WARN) Act for private employers in Colorado. This Q&A addresses notice requirements in cases of plant closings and mass layoffs. Federal, local or municipal law may impose additional or different requirements. Answers to questions can be compared across a number of jurisdictions (see Mini-WARN Acts: State Q&A Tool).

A Q&A guide to state versions of the federal Worker Adjustment and Retraining Notification (WARN) Act for private employers in the District of Columbia. This Q&A addresses notice requirements in cases of plant closings and mass layoffs. Federal, local or municipal law may impose additional or different requirements. Answers to questions can be compared across a number of jurisdictions (see Mini-WARN Acts: State Q&A Tool).

A Q&A guide to state versions of the federal Worker Adjustment and Retraining Notification (WARN) Act for private employers in Georgia. This Q&A addresses notice requirements in cases of plant closings and mass layoffs. Federal, local or municipal law may impose additional or different requirements. Answers to questions can be compared across a number of jurisdictions (see Mini-WARN Acts: State Q&A Tool).

A Q&A guide to state versions of the federal Worker Adjustment and Retraining Notification (WARN) Act for private employers in Illinois. This Q&A addresses notice requirements in cases of plant closings and mass layoffs. Federal, local or municipal law may impose additional or different requirements. Answers to questions can be compared across a number of jurisdictions (see Mini-WARN Acts: State Q&A Tool).

A Q&A guide to state versions of the federal Worker Adjustment and Retraining Notification (WARN) Act for private employers in Kansas. This Q&A addresses notice requirements in cases of plant closings and mass layoffs. Federal, local or municipal law may impose additional or different requirements. Answers to questions can be compared across a number of jurisdictions (see Mini-WARN Acts: State Q&A Tool).

A Q&A guide to state versions of the federal Worker Adjustment and Retraining Notification (WARN) Act for private employers in Maine. This Q&A addresses notice requirements in cases of plant closings and mass layoffs. Federal, local or municipal law may impose additional or different requirements. Answers to questions can be compared across a number of jurisdictions (see Mini-WARN Acts: State Q&A Tool).

A Q&A guide to state versions of the federal Worker Adjustment and Retraining Notification (WARN) Act for private employers in Michigan. This Q&A addresses notice requirements in cases of plant closings and mass layoffs. Federal, local or municipal law may impose additional or different requirements. Answers to questions can be compared across a number of jurisdictions (see Mini-WARN Acts: State Q&A Tool).

A Q&A guide to state versions of the federal Worker Adjustment and Retraining Notification (WARN) Act for private employers in Mississippi. This Q&A addresses notice requirements in cases of plant closings and mass layoffs. Federal, local or municipal law may impose additional or different requirements. Answers to questions can be compared across a number of jurisdictions (see Mini-WARN Acts: State Q&A Tool).

A Q&A guide to state versions of the federal Worker Adjustment and Retraining Notification (WARN) Act for private employers in Nebraska. This Q&A addresses notice requirements in cases of plant closings and mass layoffs. Federal, local or municipal law may impose additional or different requirements. Answers to questions can be compared across a number of jurisdictions (see Mini-WARN Acts: State Q&A Tool).

A Q&A guide to state versions of the federal Worker Adjustment and Retraining Notification (WARN) Act for private employers in New Hampshire. This Q&A addresses notice requirements in cases of plant closings and mass layoffs. Federal, local or municipal law may impose additional or different requirements. Answers to questions can be compared across a number of jurisdictions (see Mini-WARN Acts: State Q&A Tool).

A Q&A guide to state versions of the federal Worker Adjustment and Retraining Notification (WARN) Act for private employers in New Mexico. This Q&A addresses notice requirements in cases of plant closings and mass layoffs. Federal, local or municipal law may impose additional or different requirements. Answers to questions can be compared across a number of jurisdictions (see Mini-WARN Acts: State Q&A Tool).

A Q&A guide to state versions of the federal Worker Adjustment and Retraining Notification (WARN) Act for private employers in North Carolina. This Q&A addresses notice requirements in cases of plant closings and mass layoffs. Federal, local or municipal law may impose additional or different requirements. Answers to questions can be compared across a number of jurisdictions (see Mini-WARN Acts: State Q&A Tool).

A Q&A guide to state versions of the federal Worker Adjustment and Retraining Notification (WARN) Act for private employers in Oklahoma. This Q&A addresses notice requirements in cases of plant closings and mass layoffs. Federal, local or municipal law may impose additional or different requirements. Answers to questions can be compared across a number of jurisdictions (see Mini-WARN Acts: State Q&A Tool).

A Q&A guide to state versions of the federal Worker Adjustment and Retraining Notification (WARN) Act for private employers in Pennsylvania. This Q&A addresses notice requirements in cases of plant closings and mass layoffs. Federal, local or municipal law may impose additional or different requirements.  Answers to questions can be compared across a number of jurisdictions (see Mini-WARN Acts: State Q&A Tool).

A Q&A guide to state versions of the federal Worker Adjustment and Retraining Notification (WARN) Act for private employers in Tennessee. This Q&A addresses notice requirements in cases of plant closings and mass layoffs. Federal, local or municipal law may impose additional or different requirements. Answers to questions can be compared across a number of jurisdictions (see Mini-WARN Acts: State Q&A Tool).

A Q&A guide to state versions of the federal Worker Adjustment and Retraining Notification (WARN) Act for private employers in Utah. This Q&A addresses notice requirements in cases of plant closings and mass layoffs. Federal, local or municipal law may impose additional or different requirements. Answers to questions can be compared across a number of jurisdictions (see Mini-WARN Acts: State Q&A Tool).

A Q&A guide to state versions of the federal Worker Adjustment and Retraining Notification (WARN) Act for private employers in Washington. This Q&A addresses notice requirements in cases of plant closings and mass layoffs. Federal, local or municipal law may impose additional or different requirements. Answers to questions can be compared across a number of jurisdictions (see Mini-WARN Acts: State Q&A Tool).

In Brian Teed v. Thomas & Betts Power Solutions, the US Court of Appeals for the Seventh Circuit held that an asset purchaser may be liable as a successor for an acquired company's Fair Labor Standards Act (FLSA) violations, even when the purchaser specifically disclaimed that it was assuming the liabilities of the company in receivership when it acquired its assets.

This Law Firm Publication by Epstein Becker & Green, P.C. discusses Acordia of Ohio, L.L.C. v. Fishel, in which the Ohio Supreme Court held that when a company that was the original party to a non-compete merges into another company, unless the non-compete contained a “successors and assigns” clause, the merger is a termination of employment which triggers the running of the non-compete's restrictive period. The court noted that the surviving company could have protected its business interests by requiring employees to sign new non-competes as a condition of their continued at-will employment. The ruling also implied that if the non-compete had included the type of “successors and assigns” language commonly found in non-competes, the outcome may have been different. On October 11, 2012, the Ohio Supreme Court issued a new decision in this case on reconsideration holding that the employer "has the right to enforce the employees' noncompete agreements as if it had stepped into the shoes of the original contracting companies."

The US Court of Appeals for the First Circuit ruled that a Providence, Rhode Island ordinance requiring hospitality employers to retain predecessor employees for 90 days was not preempted by the National Labor Relations Act (NLRA).