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Baton Rouge Business and Commercial Law Blog

We can help with construction disputes needing resolution

Due to the dynamic and complex nature of the construction industry, construction litigation cases can be some of the most complex cases that are filed in the court of law. The nature of any given construction lawsuit can range from having one party failing to meet an agreed upon milestone or deadline, to issues revolving around discrepancies in meeting specific building codes to failing to meet industry safety or ethical standards with approved industry practices and principals.

The legal issues can be complex when it involves private parties. When cases involve companies that enter into legal contracts with the government to fulfil government construction contracts, a new layer of complexity is added due to the added levels of bureaucracy that must be understood and navigated correctly.

What factors determine if I am a small business?

A common question that many entrepreneurs and business owners grapple with is whether they can be categorized as a small business from a legal standpoint. The distinction may not be that important unless a company wishes to have the ability to apply and register for government contracting under the small business category.

In order for a company to be recognized as a small business by the government their size must fall within the range that is established by the U.S. Small Business Administration.

Supreme Court makes ruling on religious accommodation issue

Louisiana residents should be interested to know that the Supreme Court has finally ruled in a case that will set precedence on matters concerning religious accommodation in the workplace. The Court has sided with a Muslim woman who alleged that she was discriminated against by a prospective employer, specifically Abercrombie and Fitch -- she wears a headscarf.

The lawsuit was brought by the Equal Employment Opportunity Commission on behalf of the Muslim woman back in 2008 after she was denied employment. When the woman inquired to the reason she was denied employment, she was informed by a representative from the company that it was because she wears headscarf and it did not conform to the company's dress code.

Negotiations to acquire Time Warner Cable are underway

Louisiana residents should be interested to know that Altice SA has agreed to make a bid to purchase Suddenlink Communications. If the acquisition is approved by regulators, it will be owner of Altice SA's first entry into the current U.S. Cable market. Initial estimates have the transaction closing at just over nine billion dollars.

Should the deal be approved, it will not result in a complete and total takeover of Suddenlink Communications, but rather will result in Altice SA becoming a majority shareholder with about a 70 percent ownership stake in the seventh largest U.S. cable company.

What are the elements of a contractual agreement?

In order for a contract to be recognized as existing and valid by law, there are four elements that need to be met. The first requirement is that one of the parties to the contractual agreement has agreed to either perform or refrain from performing a specific action or actions in the future.

The second requirement is that, in exchange for either performing or refraining from performing said action, something of value has been pledged as an equitable exchange. This can take many forms and is not necessarily always a monetary or financial exchange. It can also be a pledge to either perform or refrain from performing an action by the other party. This is what is referred to as consideration and is essentially the value that is the impetus behind the parties entering into the contract.

Am I required to disclose my disability to my employer?

Whether or not an employee should report a disability that they have to their employer is entirely up to the individual. The law only requires an employer must provide reasonable accommodations to either employees or job applicants that suffer from a disability if they disclose their disability to the employer.

There is no requirement per se that an employee must disclose any disability from which they may be suffering. However, if the employee will require their employer to furnish them with reasonable accommodations in order for them to perform their job duties satisfactorily then they will have to inform their employer about their disabilities and how best to work around them.

Two Louisiana healthcare systems partnering rather than merging

Companies joining together are commonplace in today's business world, and in some cases may make business sense. Typically, this is done through the merger and acquisition process, which can entail many legal complexities and regulatory issues. However, our readers may find it interesting to learn that Lafayette General Health has decided to join the Ochsner Health Network, and what is unique about this particular instance of two health organizations working together is that there is no official merger or acquisition taking place. Instead of a hostile acquisition of one company by another, the two companies have come to a mutual agreement to join forces in a long-term corporate strategy involving partnership.

The driving force behind the newly-formed partnership is a desire by both firms to bring down operating costs. Joining forces will allow the business partners to pool together their buying power and allow them to reduce the cost of purchasing specialty items such as implants and prosthetics. Health systems have been experiencing a paradigm shift ever since the Affordable Care Act was passed. Today's healthcare system is evolving into one that rewards health providers for maintaining their patients' health rather than dispensing a certain number or amount of treatments.

What does the FTC consider anticompetitive or unfair competition?

One of the responsibilities that the Federal Trade Commission is tasked with is to be on the lookout for unfair business practices that serve to reduce competition in a free market economy. Specifically, some of the activities that the FTC monitors are anticompetitive business practices that can include, among other things, such actions as price fixing and group boycotts, as well as exclusionary exclusive dealing contracts.

The reason that artificially reducing competition can negatively affect a free market economy is that it may inevitably lead to artificially higher prices while simultaneously reducing the quality of services. Unfair competition is also likely to hamper innovation and research as well as development initiatives. Simply put, if there is only one service in town, there's little reason to strive to offer a better, higher quality or cheaper product or service.

How are mergers and acquisitions reviewed?

Mergers and acquisitions are normal yet complex business transactions that often take place in a healthy and thriving economy. However, certain mergers may create a monopoly with the potential to stem business competition in a free market. In order to prevent this from happening, Congress passed the Hart-Scott-Rodino Act which gave the Federal Trade Commission and the Department of Justice the right to review and oversee most business transactions that surpass a certain size.

The act also gives the FTC and DOJ the authority to block any deal which, in the agencies' estimation, would prove to be detrimental to allowing a healthy business environment where other companies can fairly and equitably compete. While there are exceptions, in general business law requires all companies, including those in Louisiana, to report any business transactions or deals that are valued over $76.3 million for review by either agency.

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.

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