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Baton Rouge Business and Commercial Law Blog

What is a "hostile acquisition"?

Mergers and acquisitions are complex business transactions that can puzzle even the most astute businessperson or entrepreneur. But, for many companies in Louisiana, these types of transactions can be the best way to expand into new territory or diversify holdings. Unfortunately, sometimes two businesses that might merge, or one that might acquire another, don't see eye-to-eye about the deal. That can result in what is termed a "hostile acquisition" under business law.

What is a hostile acquisition? Well, put simply, it is one company acquiring a new business that, at least at the management level, doesn't want to be acquired. When that happens, the acquiring business is usually left with two options. The first is to make an offer, known as a "tender offer," that would acquire the business in question for more than its share-value says it is worth. If this tender offer is rejected by the company's management, the offer could be taken directly to the shareholders.

The basics of business contracts

Businesses of all shapes and sizes will likely become party to a variety of contracts during the course of operation. Contracts are just part of business, including contracts with vendors, employment contracts and real estate contracts. So, companies in Louisiana should know some of the basics of business contracts.

First and foremost, every contract must have two important aspects: offer and acceptance. This means that both sides understand exactly what is being offered and by whom, and that after that there is a mutually recognized acceptance of the offer. Both sides must be able to fully understand the deal, and understand what is being exchanged, such as services, goods or cash.

Female employee alleges sexual harassment on the job

Employment litigation is just one of the many challenges that businesses in Louisiana will likely face at some point during the course of any given year. Although most companies do their best to institute policies and procedures that will, hopefully, prevent any type of discrimination or harassment in the workplace, the reality is that instances of this type of behavior can still occur.

According to a recent report, a company based out of New Orleans has been sued by a female employee who claims that she was subjected to sexual harassment in the workplace. The woman's lawsuit identifies both the company and an individual employee of the company as defendants. Her claim is that she was the victim of inappropriate touching in the workplace, and that she received unwanted sexual advances as well. If the claims are substantiated, both would constitute sexual harassment under employment law.

Helping businesses in Baton Rouge address employment law issues

Businesses in Baton Rouge will always have different issues to address on a day-to-day basis, but employment law issues can be particularly tricky. First and foremost, if the issue is based on a lawsuit filed by a former employee, there can be some immediate concerns regarding bad press based on the allegations - even if they are ultimately unsubstantiated. After that, there is the task of mounting a defense in employment litigation.

Besides defending against lawsuits filed by employees, employers can face a number of other issues in employment law. For some employers, issues like mass layoffs can trigger a number of concerns as employers attempt to comply with the law in Louisiana. Other employers may need help with the language to be included in non-compete agreements, while others will have concerns regarding federal disability law and how to comply.

Problems with wild animals leads to business dispute

For most companies in Louisiana, it is important to have the right space to conduct business. Retail locations, industrial parks and office space are just some examples of the needs that many companies face. And, when the space in question is provided by another business who then collects rent, there is likely an expectation in the agreement that the owner company will comply with the terms of the rental agreement. Unfortunately for one company in Louisiana, that wasn't the case. Business litigation is now the result.

A recent report details how Trainque Group LLC, the plaintiff in the lawsuit, is suing Johnson Storage & Moving Co. LLC for breach of contract. How did the defendant breach the contract? According to documentation, the plaintiff claims that wild animals were partly to blame and the defendant's failure to take care of the issue was the other part.

Construction litigation can spawn from many different sources

Those in the construction industry in Louisiana know that there are often a wide variety of different people to please and keep track of on any given project. For developers, they have to deal with real estate issues. For contractors, deadlines are all-important, as is managing subcontractors. And for the workers involved, everything they do is part of the larger project - making each move important. With so many different parties involved in construction projects, it should be no surprise to our readers that litigation can pop up from many different sources.

Unfortunately, construction law and litigation can be highly technical and complex. They last thing anyone in the construction industry wants is a lawsuit that might halt production, but there may be times when such legal action is necessary. Payment problems could be construed as a breach of contract. A defective design on a project could take the whole deal back to square-one - and someone would have to pay for such a major issue. There are many different issues that could result in construction litigation.

Louisiana bank makes a move into Texas with acquisition

Acquiring another company can be a very beneficial move for a company that is looking to expand. These types of business law transactions can involve all kinds of businesses, from manufacturers to industrial companies to businesses in the financial sector. According to a recent report, a Louisiana financial company has decided to expand its operations into Texas with the acquisition of Waco-based Synergy Bank.

The acquiring company is First Guaranty, a financial group with multiple locations near Baton Rouge. The Louisiana-based company reportedly has approximately $1.4 billion in assets. Synergy Bank reportedly has $153 million in assets. Expansion into the Texas market, especially the Dallas-Fort Worth part of the Texas market, is reportedly the primary reason behind the acquisition.

Helping your business navigate a merger

As a previous post highlighted, businesses in Louisiana and elsewhere tend to take on major business deals. And when these transactions are initiated, it is likely that business owners and executives have various concerns. When a merger or an acquisition is brought to the negotiation table, there are a multitude of decisions to be made before any papers are signed. Even after the ink has dried on the documents of a deal, it is possible to take steps to resolve ongoing issues or problems.

With over 45 years of combined experience, the attorneys at Dunlap Fiore, LLC, have the knowledge and skills to help businesses navigate an merger or acquisition and meet their business goals. Our legal team serves both local and national businesses in the Baton Rouge area, and it is our firm's goal to meet the needs and interests of each and every one of our clients.

Reasons why mergers and acquisitions might fail

Businesses in Louisiana and elsewhere take on new business deal rather frequently. Whether it's a new client or a customer being serviced, most business transactions are rather routine. On the other hand, more complex types of business transactions involve mergers and acquisitions (M&A.) This type of transaction is often a major one, greatly impacting a business on multiple levels.

Because it is considered a major business deal, an M&A has the possibility to fail. In fact, each year, many M&A's fail. While these could be for very diverse and specific reasons, this post will focus on the most common reasons a merger or acquisition might fail.

What is a wrongful discharge and what options do employees have?

Obtaining and maintaining substantial employment is important to residents in Louisiana and elsewhere. This not only generates financial security but also provides an individual with purpose and satisfaction. Thus, losing a job for unlawful grounds could greatly disrupt a person's livelihood and reputation. Therefore, it is important to understand the recourses available to an employee for wrongful termination.

What is considered wrongful discharge and what options do employees have? Even when an employee's employment is "at-will" this does not mean it can be terminated at any time for any reason. If an employee is fired for discriminatory or other illegal grounds, this could open up the possibility for a lawsuit.

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