Most manufacturers scrutinize indemnification clauses in contracts to determine what liability they might be taking on if something goes wrong in a transaction or sale. A typical indemnification clause will also provide that the party that indemnifies the other must pay that other party’s legal fees if a lawsuit is brought by a third party. … Continue Reading
As is our annual tradition, this is the first in a series of posts that provide industry and legal outlooks for manufacturers as we head into 2017. I will start with corporate compliance and litigation. Matt will follow with labor/employment. And, Megan will conclude the series with Environmental Health & Safety (EH&S). Here are issues … Continue Reading
I am a really big fan of the NPR radio show, “Car Talk,” where two Boston auto mechanics took callers’ questions and tried to answer them. Since the November 8 election, I have freely adapted one of their signature phrases – I call it the “Manufacturers’ Lawyers’ Shrug.” Basically, when I attend any event and … Continue Reading
Last week, I had the privilege of speaking at the American Bar Association’s Business Law Section Annual Meeting in Boston. The title of my presentation was: “Key Considerations for Foreign Manufacturers That Wish to Sell Products to the United States” which was presented at the meeting of the International Expansion and Cross-Border Transactions Subcommittee. Here are … Continue Reading
One of the key aspects of any supply chain contract is the section regarding pricing. Nothing is more important in a business deal than determining how much one manufacturer might pay another in a B2B transaction. In situations where one party has more leverage, that party often includes pricing language that can really impact the … Continue Reading
This week, we thank members of Robinson+Cole’s Business Reorganizations and Bankruptcy Group (Patrick Birney, Steve Boyajian and Mike Enright) for this post: Suppliers and vendors sometimes find themselves unpleasantly surprised by the bankruptcy of a customer, leaving a trail of unpaid invoices and little hope of recovery. To make matters worse, after licking their wounds … Continue Reading
Negotiating contracts in the supply chain are certainly challenging. As a lawyer, there is a temptation to want to change every term that is not to your liking. And, for that reason, a lot of lawyers will receive a contract to review from their client and immediately red-line every provision. Now, if your client is … Continue Reading
Manufacturers continue to look for ways to increase sales revenue without a massive infusion of capital. Many companies have been successful in adapting current products for new uses and markets. For instance, a company that makes aerospace components might use certain core competencies to develop products that can be sold in other markets without investing … Continue Reading
While we are still saying “Happy New Year” (I checked and was told that January 21 was still “not too late” to wish good tidings for 2016), and as we get ready for the Great East Coast Blizzard of 2016, I thought it would be a good time to add my own predictions for … Continue Reading
On Friday, the United Auto Workers claimed victory in its long-running efforts to organize the VW plant in Chattanooga, Tennessee. Reportedly capturing 71 percent of the vote (108 in favor to 44 against), the election victory represents the first successful organizing campaign of this troubled German car manufacturer in the United States. The victory comes … Continue Reading
This is the second of two posts regarding the “troubling” state of multi-employer pension plans. My October post provided an overview of the recently published Teamsters’ Central States Pension “Rescue Plan” and discussed some of its implications. This post will review the recent decision of the Ninth Circuit Court of Appeals in Resilient Floor Covering … Continue Reading
Over the last few years, our team has worked with several manufacturers and distributors on their terms and conditions of sale and/or purchase. We have even developed a questionaire that we typically use when we speak to a client for the first time. Readers of this blog may recall posts regarding indemnification clauses, anti-assignment clauses, non-compete … Continue Reading
Two significant developments in the multi-employer pension world emerged in September, developments which could give manufacturers concern. While this is not the time to panic (we have plenty of time to panic), readers should take notice. Development number one was the filing on September 25 of the Teamsters’ Central States Pension “Rescue Plan” to … Continue Reading
An”anti-assignment” clause can be the death knell of any deal involving the sale or purchase of a manufacturing company. You might ask: what is an anti-assignment clause? Here is the typical language that is often buried at the end of many types of contracts, including those with your suppliers and customers: Seller shall not assign … Continue Reading
Just in time for Labor Day, the National Labor Relations Board handed organized labor a great gift and potentially disrupted the business and labor relationships of thousands of American manufacturers. On August 27, 2015, a divided Labor Board ruled 3-2 that Browning-Ferris Industries was the “joint employer” of workers supplied by a third-party. Browning-Ferris Industries, … Continue Reading
In April, the Teamsters Central States Pension Fund (“Central States”) announced its intention to cut the benefits of retired workers under the recently enacted 2014 Multiemployer Pension Reform Act (“MEPRA”). I previously blogged about the MEPRA in December. There I noted that, for those financially stressed pension plans seeking protection, the process for implementing benefit … Continue Reading
It is our annual tradition at the beginning of each year to report on significant issues that face manufacturers/distributors in the year ahead. Two weeks ago, Matt reported on significant issues in the labor/employment arena. Last week, Pam reported on Environmental, Health and Safefy (EH&S) issues. To round out the series, I’ll be writing about … Continue Reading
Last week, I had the pleasure of attending our law firm’s 6th Annual Environmental & Energy Issues Summit in Newport, Rhode Island. Robinson+Cole’s Environmental and Energy Issues Summit brings industry leaders together to discuss topics and regulatory updates relevant to environmental and energy professionals. This year’s program included subjects such as “Plant Closures, Temporary Employees, … Continue Reading
One of the most important things for a manufacturer/distributor is ensuring that its products are shipped in a reliable fashion so they arrive on time and in good condition. Similarly, manufacturers rely heavily on shipping companies to deliver the raw materials that are used in the production process. If shipping companies fail to deliver on … Continue Reading
When manufacturers determine that it is necessary to let go of an employee there is often an assessment of risk and a decision about whether a severance package should be offered in exchange for a separation agreement that contains a general release and waiver of claims against the company. Given the recent trend in litigation … Continue Reading
As readers of this blog know, Pam looks at OSHA’s website often to stay up to date on news that impacts manufacturers. I tend to look at the Federal Trade Commission (FTC)’s website to see if there are any recent orders or news items that impact manufacturers or distributors from a corporate compliance perspective. The FTC tends … Continue Reading
Last week, Pam addressed the issue of temporary workers from an EHS perspective. Now, in this installment of one of our “360” posts, I’ll comment on the liability risks of having temporary employees. First, an introductory note. I understand from my conversations with manufacturing executives that many companies need to use staffing agencies in order to locate skilled workers. In most cases, companies … Continue Reading
We occasionally write what we refer to among ourselves as a “360” post, as in 360 degrees, or looking at an issue from all sides. I’ll write about EHS, Nicole about labor or employment issues, and Jeff will focus on other potential liability, all associated with a single factual scenario. The way the law and … Continue Reading
There are two provisions in nearly every commerical contract that I tend to be asked about more than others. These provisions are: (1) indemnification clauses; and (2) “forum selection” clauses. Most manufacturers and distributors are familiar with the first. Not as many are familiar with the second. Fundamentally, an indemnification clause is typically designed to provide … Continue Reading
