Corporate, Securities, And Governance

When your company is involved in an M&A transaction, it is easy to focus on the typical labor issues that come about, like collective bargaining agreements, pensions,and the WARN Act. However, in-house counsel need to concern themselves with the impact that coemployment can have on the transaction, considering the fact that leased employees are not normally regarded as "employees" during the M&A process.

This issue covers corporate subsidiary governance, litigation privilege, and partial pension wind-ups.

In re: Caremark International Inc. Derivative Litigation marks an increasing tendency on the part of courts to require a higher level of director involvement in the business affairs of the corporation than has historically been the case. Kathryn A. Finerty, of Universal Foods Corporation, places Caremark in a historical context and examines its significance to in-house counsel advising directors on their duty of care.