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Baton Rouge Business and Commercial Law Blog

Merger between Heinz and Kraft Foods is in the works

Louisiana residents may find it interesting to learn that a merger has been announced between H.J. Heinz Co. and Kraft Foods Group Inc. If the merger is approved by the Federal Trade Commission the resulting business entity, the new Kraft Heinz Company, will be instantly catapulted to a position as the third-largest food manufacturer in the U.S.

Analysts expect the value of the newly merged company to be well over $80 billion. The Brazilian private investment group 3G Capital, which owns H.J. Heinz Co., coordinated the merger of the two food giants in collaboration with Berkshire Hathaway of Warren Buffett fame. Berkshire Hathaway and 3G have worked together in the past; in 2013, the two groups led a hostile takeover of Heinz to the tune of $28 billion.

Employer responsibilities to blind employees under ADA

Under the Americans with Disabilities Act, employers are prohibited from discriminating against employees who have a disability. An individual is considered to have a disability if they suffer from an impairment that greatly limits a major life activity or have a history of suffering from at least a single impairment that substantially limits a major life activity.

With regard to employees or prospective employees that have low vision or are blind, just as with any other disability, an employer must provide accommodations as long as doing so is considered reasonable and does not impose an undue hardship. An employer cannot be compelled to eliminate a core function of a position as a form of reasonable accommodation, nor does the employer have to accept subpar performance that falls below the required standard.

Starting a business? Drafting a contract? We can help

Contracts are an integral part of any business. A carefully crafted and drawn contract can make all the difference. The legal team at Dunlap Fiore, LLC, with their extensive experience, has the business law acumen that any business may need to assist them in pursuing their business goals. Regardless of what one's business objective is, they can rest assured that they will receive the best of our highly experienced legal team's over 45 years of combined business law experience.

Located in Baton Rouge, Louisiana and serving our city and state with pride, a business which seeks our services can rest assured that we are well-versed in contract and business law. We also serve business needs nationwide. We will be able to meet your business needs whether you're a local business or whether you have business needs that reach beyond the state of Louisiana and you wish to expand nationwide.

Comcast-Time Warner merger delayed due to regulatory review

Louisiana residents should be interested to know that one of the largest mergers to ever be executed has once again been pushed back. Initially the company had indicated that it was shooting for a completed merger by early 2015, but now expects the merger to go through by mid-2015.

The reason for the delay, according to Comcast's executive vice president, is that certain regulatory delays have forced the company to alter its timetable for completing the acquisition. One of those regulatory delays, though not the sole reason for the altered timetable, was a result of the Federal Communications Commission deciding to temporarily halt its review and thus the subsequent approval of the merger. Without the FCC officially signing off on the acquisition, the merger cannot be completed.

What is arbitration?

Every now and then, disputes between business partners, contractors and sub-contractors in a construction setting can arise. For instance, when a dispute arises in the construction industry, the parties have the option to litigate the matter or they also have the option to partake in an alternate dispute resolution options such as arbitration.

In essence, arbitration is an alternative to litigation. Arbitration, in most cases, allows for a quicker resolution of the dispute in a much more cost-effective manner than the often expensive and time-consuming option of battling it out through the court system. Essentially, when both parties agree to resolve their dispute through arbitration, they agree to allow an impartial third party, who can be a single individual or a group of people, look over the facts of the dispute and render a decision, which may include an award of compensation to be paid by one or more parties. The decision that the arbitrator makes is in writing and is considered final, as well as binding on all parties involved.

What should Louisianans know about reasonable accommodations?

The Americans with Disabilities Act was enacted by Congress to protect employees in Louisiana and across the nation from being discriminated against because of any disabilities that they may have that do not hinder them from performing a job just as capably as someone without the same disability.

In the hiring process, the ADA does not limit an employer from hiring the most capable person of performing a job, but it does impose limits on what an employer may ask an applicant during the hiring process with respect to a given vacant position. It also legally requires the employer to accommodate any needs that they might have so long as the accommodation is reasonable.

What is a corporate tax inversion and is it right for my company?

A Louisiana corporate tax inversion is a transaction that can be leveraged by a company to continue to operate in the U.S., but not be liable to its tax laws. This is achieved by allowing the company to restructure, and in doing so, it replaces the U.S. parent of the company by a parent company that is based in a foreign country outside the U.S.

It should be noted that current law does recognize the propensity for abuse of the corporate inversion framework by companies that may seek to relieve themselves of their tax liabilities. It also does impose tax fines on any company that appears to have conducted a corporate tax inversion primarily for that purpose. Given the rapid growth rate of tax inversion transactions that are taking place it is possible for regulators to closely scrutinize such transactions and fine companies.

What is a non-compete agreement and its implications?

Louisiana residents may be interested to know that more and more companies are instituting and enforcing non-compete agreements. A non-compete agreement is essentially a contract that an employee agrees to upon being hired by a company that lists stipulations on where and/or how long an employee that leaves the company must wait before they can work for any of that company's competitors.

Typically, such agreements are usually reserved for upper management, executives and employees of technology companies and firms. Their purpose is to help limit the dissemination of carefully guarded trade secrets that give a company an edge over its competition.

What should I know about FMLA?

The Family and Medical Leave Act (FMLA) was enacted by Congress to allow employees to take unpaid time off from their job for specific medical and familial reasons without running the risk of losing their job once they are able to return to work.

However, it is important to note that FMLA does not cover all employers across the board. There are certain criteria that must be met before an employer can be covered under FMLA. In the public sector, all public agencies are covered under FMLA. This includes all state and federal government agencies without exceptions and irrespective of the number of employees that the agency employees at any given moment.

What are some risks associated with reserve mergers?

First and foremost it is important to have a basic understanding of what a reverse merge is. The U.S. Securities and Exchange Commission defines reverse mergers as an option generally utilized by foreign based companies or companies that are privately owned who want to gain access to U.S. markets. In order to do that, the company must merge with an existing publicly traded company. This is known as reverse merger.

The main reason that a company may elect to perform a reverse merger is to gain immediate access to capital markets. Another reason is that a reverse merger is generally regarded as a quicker and less costly alternative to getting listed on a stock exchange. However, as with any business transaction or investment there are risks associated with reverse mergers.

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