SERIES: Strategic Approaches to Human Resources Issues in Corporate Transactions: Strategic Considerations Related to Collective Bargaining in Corporate Transactions

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This program is Part 4 of 5 of our Bloomberg BNA OnDemand series, “Strategic Approaches to Human Resources Issues in Corporate Transactions.”  This five-part series will focus on strategies for handling many of the issues facing human resources functions with respect to employee relations, employee benefits, and executive compensation issues in mergers and acquisitions.  Each segment will provide practice pointers to alert the attendees to the risks related to labor relations, employee benefits and executive compensation in mergers and acquisitions and other corporate transactions which are the focus of each session.  These segments may be viewed separately or as part of the series.

This program will provide an overview of the issues arising in corporate transactions when a portion of the workforce is governed by a collective bargaining agreement or may be in the process of organizing into a collective bargaining unit.  We will address strategies to consider when facing potential successor liability.  This would also include liability imposed upon a successor for any ERISA withdrawal liability.  Specifically, how the structure of the transition and the buyer’s post-transaction operations may impact its collective bargaining obligations.

In addition, this program will identify issues to look for when reviewing collective bargaining agreements in due diligence for potential obligations and traps, including retiree obligations.  This segment will also review strategies for dealing with businesses in the midst of organization.  We will discuss recent decisions of the National Labor Relations Board dealing with the law of successorship.

The program will consider the impact of the U.S. Supreme Court’s decision regarding retiree medical benefit changes under collectively bargained plans and the impact of the decision on other contractual obligations, the interpretation of these obligations, and how these obligations may be enforced.  The segment will also explain how certain other corporate transactions may impact existing collective bargaining agreements.

Educational Objectives:
• Understand how one can become a successor and liable for existing issues and obligations
• Understand the CBA clauses to watch for during due diligence
• Understand the dynamics of seniority negotiations when the transaction involves the combination of two represented work forces
• Strategic approaches for dealing with CBAs and labor issues in and after corporate transactions

Who would benefit most from attending this program?
HR personnel and executives; in-house attorneys; general counsel; finance personnel; employee relations personnel; employee communications personnel; labor and employment attorneys; employee benefits attorneys; CFOs; labor relations personnel and negotiating teams; corporate transactions attorneys.


Greta E. Cowart, Shareholder, Winstead PC (moderator)

Ms. Greta Cowart (effective in 2016) co-chairs the Bloomberg BNA Pension & Benefits Advisory Board.  Ms. Cowart is known for fixing complex employee benefit plan issues using the various voluntary compliance programs and correction mechanisms and has secured significant results in Internal Revenue Service employee plans team audits and in U.S. Department of Labor audits of employee benefits plans.  She has sat on merger integration teams for her clients and has significant experience in managing benefits and benefit issues in corporate transactions and restructuring.


M. J. Asensio, Partner, BakerHostetler LLP

Mr. Mike Asensio is a national labor relations practitioner in the health care, aerospace, transportation, manufacturing and energy industries.  He has nearly thirty years’ experience representing clients in collective bargaining, representation cases, grievance arbitration and labor litigation matters.  His practice also encompasses employment litigation, executive compensation and employment counseling.

Mr. Asensio is a contributing editor for the Labor Law chapter of the Annual Review of Developments in Business and Corporate Litigation, 2007 to 2013 editions.  He is ranked in Chambers USA: America’s Leading Lawyers for Business and is listed in the Best Lawyers in America©.  He has also been named one of the top 10 labor attorneys in the country by Human Resources Executive Magazine since 2011 in their annual survey of the “Nation’s Most Powerful Employment Attorneys.”


Donald J. Vogel, Partner, Scopelitis Garvin Light Hanson & Feary LLP

Mr. Donald Vogel is a partner who represents management and individuals in the defense of Title VII, ERISA, Multi-Employer Pension Plan Amendment Act claims, and related employment/wrongful discharge/ discrimination claims in state and federal courts. He frequently counsels clients on their rights and responsibilities under labor and employment contracts (including covenants not to compete), offers advice on various business issues, and has represented numerous clients in cases before the Illinois Department of Human Rights, State and Federal Departments of Labor, Equal Employment Opportunity Council, National Labor Relations Board, and arbitration cases before the American Arbitration Association and the Federal Mediation and Conciliation Service. Mr. Vogel is a Past President of the Transportation Lawyers Association and is a recipient of the TLA's Distinguished Service Award. He is a frequent author of papers and lectures on issues involving the Americans with Disabilities Act, the Family and Medical Leave Act, ERISA withdrawal liability, independent contractor issues, and other employment and labor-related topics.  Mr. Vogel is AV Peer Review Rated, Martindale-Hubbell’s highest peer recognition for ethical standards and legal ability, and recognized as a “Top Rated Lawyer in Transportation” by Martindale-Hubbell™ and American Lawyer Media. He has also been selected as one of the top Illinois lawyers in the Illinois Super Lawyers Peer Survey Selection.


Gregg M. Formella, Vice President – Labor and Employment Counsel, Freeman

Mr. Gregg Formella is the Vice President of Labor and Employment Counsel of Freeman, headquartered in Dallas, TX.  Mr. Formella manages Freeman’s many labor contracts and employment issues across the country.  He has spoken on labor and employment issues for ALI-CLE and at American Bar Association.  Prior to joining Freeman, Mr. Formella was the Vice President of People at Envoy Airline (formerly known as American Eagle Airline) and was Senior Labor Counsel at American Airlines, Inc.  He has accumulated significant results for his clients and his extensive hands-on experience in labor and employment issues and in dealing with corporate transactions for his clients bring extensive practical knowledge to the program.