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Baton Rouge Business and Commercial Law Blog

Contract negotiations for American Airlines pilots continue

Louisiana residents may be interested to know that airline giant American Airlines has agreed to pursue further negotiations with the company's pilots union over a combined labor agreement in lieu of arbitration. Both sides have indicated that they hope the negotiations will be concluded by the end of the year.

The negotiations seemed to have hit an impasse when American Airlines insisted that the Allied Pilots Association accept the offer it outlined as a basis for continuing the contract negotiations. If the offer had been accepted, the pilots association would have had to agree to drop its counter proposal.

What is a reverse merger?

A reverse merger is a method by which a private company that has restricted access to capital may seek better funding by gaining access to U.S. capital markets. They do this by merging with a company that is publicly traded in the U.S. This method is typically employed by wholly privately owned companies or companies that operate in foreign countries and thus are outside the United States. Another name that transactions of this type may go by is "reverse takeover."

Typically when a reverse merger transaction is executed, an existing public reporting company acquires a wholly owned private company. The public company, which is called a shell company, will have few if any operations. During the course of the transaction, the private company's shareholders will typically swap shares of the private company for shares of the publicly traded company in large enough amounts to give them a controlling majority of the publicly traded company.

Are you interested in starting a new business or merging?

Starting a new business can be an intimidating and often confusing undertaking, and navigating the minutiae of legal documents that may need to be filed can be quite an onerous task. Often times, depending on the specific business that is being started, merged or acquired, there may be specific regulatory issues that need to be addressed, and requirements and certifications that must be fulfilled before the business can take off and start operating legally.

With well over 45 years of combined experience and acumen in business law, look no further than the law firm of Dunlap Fiore to help you get your new business or start-up venture off the ground and operating legally, or help with mergers and acquisitions. Located in Baton Rouge, in the heart of Louisiana, Dunlap Fiore LLC serves the needs of Louisiana's new business owners, .

Can I give prospective employees a medical exam?

Generally speaking, under the Americans with Disabilities Act, an employer cannot require a prospective job applicant to take a medical exam or inquire about an applicant's disability, the nature of said applicant's disability or the degree or severity of their disability. They may however make any pre-employment inquiries into the capability of a prospective applicant in performing any job related functions unless the necessity of such a medical examination can be shown to be reasonably job related and is consistent with the job requirements.

An employer can require a job applicant take a medical exam after they furnish an offer for employment to the applicant. The employer can require that a medical exam be conducted prior to the job applicant starting their job responsibilities and may even condition the job offer on the results of the medical examination provided certain conditions are met.

Supreme Court to examine the issue of unfair competition

When is a business being competed against unfairly? The issue of unfair competition can be a complex and controversial topic in business law. Louisiana residents should be interested to know that the U.S. Supreme Court is getting ready to hear and adjudicate on whether the states have the right to allow professions that require regulatory boards to have said boards manned and overseen by members of those professions.

The reason this type of setup may be problematic is due to potential conflict of interest. Board members who are also actively practicing their profession have a vested interest in enacting and enforcing regulations that favor their interest to the exclusion of other businesses by unfairly limiting competition. This in turn could cause them to contravene federal antitrust laws.

The contracting firm I work for has merged, what should I do?

If the company at which one works has undergone a merger with another firm, there are certain things that one needs to do in order to ensure that one's contractor's license is updated with the Louisiana Licensing Board for Contractors. A copy of the signed plan of merger that has been executed is necessary. If the merger was registered outside of the state of Louisiana, one also will need a copy of the certificate from the domiciliary Secretary of State. This will be needed as evidence to reflect registration of the merger outside of the state. If the merger took place within the state, then one will need a copy of the amendment to the company's charter to prove registration of the merger with the Louisiana Secretary of State's office.

If the company is incorporated, then one will need a copy of the corporation's Board of Directors' meeting minutes that reference authorization of the merger. Since a license is nontransferable, if the company is going to be the non-surviving entity as a result of the merger and wishes to continue working under its current license number, then it must merge into a parent or a subsidiary in order to continue working under that same license number.

What should an employer know about employment law?

Both new and long-term business owners in Louisiana may have a number of questions regarding employer-employee relationships, as well as their obligations as an employer under current existing laws. Business owners may not realize it, but many issues that may arise during the course of their business operations may fall under the broad umbrella of employment law.

For instance, at some point during the existence of a business, a business owner may have to deal with employment law issues including but not limited to employment liability claims, employment contracts, employment regulations, claims of wrongful discharge and more. When such complex legal challenges surface it may be beneficial for that business owner to seek the legal knowledge of a law firm familiar with such employment litigation issues who can provide strong and competent employment defense.

Resolving contract disputes through dispute resolution

Contractors understand that construction contract disputes sometimes require a proactive response to help all parties involved reach a speedy resolution. Typically, when construction professionals encounter legal disputes, they have the option to use dispute resolution techniques, such as facilitating direct negotiations between company executives, mediation and arbitration to resolve the issue. If everything fails there is always litigation.

When attempting to resolve complex contract disputes through dispute resolution, as the dispute resolution process is passed from the project team to the legal team and then finally to the arbiter, the dispute resolution strategy must also accordingly change. However, the longer the process takes the more cost intensive it may become.

Siemens & Sulzer vying to merge with Dresser-Rand Group

The Louisiana business community may find it interesting to learn that European manufacturer Siemens has signaled its interest in acquiring Dresser-Rand Group, Inc., another European company, as it aims to expand its oil and gas portfolio. Dresser-Rand is one of Europe's largest manufacturers of turbines and industrial compressors that are designed and built to work exclusively for the oil and gas industry. According to reports, Siemens Chief Executive Officer has been eyeing Dresser-Rand for the last few years.

In fact, Siemens CEO has indicated that its needs to take advantage of the recent growth in the energy sector has been fuelled primarily by the increase in shale gas extraction, which, unlike natural gas, must be extracted by hydraulic fracturing. According to reports, Siemens is considering a potential acquisition offer that will total over $6.5 billion.

How can a Louisiana business protect its intellectual property?

Louisiana, like many other states, recognizes the need for companies to be able to protect intangible assets such as trade secrets that give their companies a competitive advantage over their competition.

The Uniform Trade Secrets Act has been adopted by most states. It legislates, defines and protects trade secrets. Generally speaking the legal definition of a trade secret is some piece of information which has economic value first, by not being generally known, and second, because it can reasonably be maintained a secret. The Uniform Trade Secrets Act is broad but can protect almost any information that gives the business an advantage in the market. While the following information is not legal advice, it should help companies understand how they can do their part in protecting their assets.

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