Blog, Business Litigation
The “Binding” Letter of Intent, Corporate Acquisition Strategy Via Litigation
KGR helped the client enter into a “binding letter of intent (LOI)” with minority shareholders to purchase the minority shares of company. The goal was to acquire the entire target company by enforcing the shareholder agreement rights and obligations. The shareholder agreement contained various triggers for compelling the sale of shares, or the right to purchase shares. The majority shareholder also happened to be terminally ill with serious health and potential capacity issues, thus certain corporate avoidance actions were subject to attack. The successful litigation strategy was based on strict interpretation and enforcement of the shareholder agreement and enforcement of the LOI as a binding unconditional minority shareholder contract, not a mere conditional statement of intent. The result was an industry impacting business resolution and the acquisition of the target company via the LOI strategy and contract enforcement strategies. For a thorough discussion of these issues, or if you have other questions regarding your minority shareholders rights, please contact David Wright and Kevin Koons, or one of our other attorneys here to discuss your situation. It would be our pleasure to assist you.
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David Wright
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Blog, Business, Corporate Law, Employment Law
So…Now What? What Employers Should Know And Be Doing About The New Proposed Overtime/Minimum Salary Rule
If you run a business, there’s a decent chance your inbox has been/will be more crowded than usual this days with alerts about the new Department of Labor (DOL) Overtime/Minimum Wage Rule. And you may also get a slight feeling of déjà vu, because the same thing happened back in the Fall of 2016. That’s when a federal judge blocked the Obama Administration DOL from implementing a rule that would have significantly increased the minimum salary employers have to pay employees who are classified as exempt under the Fair Labor Standards Act (FLSA). Rather than fighting over that version of the rule in court, the DOL went back to the drawing board, and it’s been working on a revised regulation for the last couple years. On March 7, 2019 DOL unveiled its long-awaited proposal for the “Minimum Salary Rule 2.0.” The full DOL proposal exceeds 200 pages, but your friendly neighborhood @HoosierHRLawyer prefers bullet points where possible (actually, one of my mentors taught me to hate bullet points, so here’s some ordered lists instead): What’s The New (Proposed) Rule Say? Well, a lot. But here’s some highlights: If you’re an employer in any of the 50 U.S. States and have “white collar exempt” employees (administrative, executive, or professional), you’ll need to pay them at least $35,308 annually ($679 per week). This is an increase from the current rule, which requires only $23,660 annually ($455 per week). If you don’t pay your exempt workers the minimum salary (consistently each week), you can’t treat them as exempt, and…
Blog, Environmental Law
PFAS – New Drinking Water Standards Coming
PFAS. They’re everywhere and they’re not going away. PFAS are the toxic substances known as per- and polyfluoroalkyl. Most Americans have PFAS in their blood, it accumulates and it does not break down. According to US EPA, recent studies indicate that PFAS compounds can cause reproductive and developmental, liver and kidney, and immunological effects in laboratory animals. Both per- and polyfluoroalkyl have caused tumors in animals. The most consistent findings are increased cholesterol levels, with more limited findings related to low infant birth weights, effects on the immune system, cancer, and thyroid hormone disruption. PFAS has been around since the 1940s. People can be exposed through cookware, pizza boxes, and stain repellents, among a host of other household products. Although its production has been curtailed in the US, it can be found in carpet, leather apparel, textiles, paper and packaging, coatings, rubber and plastics. And it’s been found in our drinking water. US EPA has just announced that new drinking water standards will be developed to cope with PFAS. The first steps will be taken by the end of the year. US EPA has been using a drinking water advisory level of 70 parts per trillion, with a “t”, approximately 1000 times as strict has the most toxic drinking water standards. The new drinking water standard may result in a higher or lower standard. PFAS may be added to the Superfund list of hazardous substances and the Toxic Release Inventory under TSCA’s Significant New Use Rules. Much additional work will be needed to understand the sources…
Blog, News
Announcing Our 2019 Best Lawyers
We are pleased to post that the following attorneys from the firm have been selected to the The Best Lawyers in America (2019 Edition). Banking and Finance Law Jay P. Kennedy Madalyn S. Kinsey James G. Lauck Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law Jay P. Kennedy James A. Knauer Closely Held Companies and Family Businesses Law Brian C. Bosma Corporate Compliance Law David E. Wright Environmental Law Gregory P. Cafouros Government Relations Practice Brian C. Bosma Litigation – Banking and Finance Jay P. Kennedy James G. Lauck Litigation – Bankruptcy James A. Knauer
Blog, Construction Law
Contract disputes remain most common problem in construction
According to the 2018 Global Construction Disputes Report, which found that contractual errors and omissions, poor contract administration and contractual misunderstandings are the leading causes of conflict. The report further found that such disputes take, on average, 18 months to resolve — an increase over 2016. Read the full article here
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