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Tennessee Corporate Law Blog

Mergers and acquisitions can involve small, growing companies

Relatively small companies based in Tennessee or elsewhere may acquire, or merge with, even smaller companies for a variety of purposes. Mergers and acquisitions is that area of the law dealing with such transactions. A company that is growing often turns to acquiring additional units that will complement the existing business.

This can be done to enhance the company's geographical reach or to expand its technological services, or for a myriad of other reasons. The purchasing company is usually the company that will technically survive the merger or acquisition in a legal sense, but it is common for the owners of the acquired company to remain with the newly constituted enterprise. For example, Dean Dorton, a company specializing in business management, consulting and technological services, recently purchased Massey Consulting, a full-service consulting company that is expected to increase Dean Dorton's offerings in the area of software solutions.

Buying groups continue to add value

Pooling buying power can generate tremendous savings by negotiating better prices for services or materials.

The Delmarva Poultry Industry Inc., recently renegotiated an electricity contract for its 200-member buying group that realized an 11 percent lower rate. The new three-year contract is one of the lowest negotiated by the buying group since its founding in 2006 and will save members more than $600,000 over the life of the contract, or about $1,000 per member per year.

Business litigation between beer giants is settled amicably

Litigation between business entities in Tennessee and elsewhere involves many different kinds of business law disputes. Often at the heart of a business litigation conflict, however, is the plaintiff's claim that the defendant business has breached its duties under a contract between them. Sometimes, the claim can be filed on the anticipation that a breach is being planned by the other side, which may be characterized as a claim of anticipatory breach of contract.

That appears to be the basis for a lawsuit filed in 2016 by Pabst Brewing Co. against MillerCoors LLC. In the suit, Pabst claimed that MillerCoors intended to breach a contract between them to continue manufacturing and shipping Pabst products. Since 1999, the larger MillerCoors has manufactured and shipped nearly all of the Pabst brand products as per the terms of their agreement. Pabst sued when it allegedly learned that Miller intended to cease continued production of Pabst products under the agreement.

Business litigation over franchise marketing favors franchisor

The courts in Tennessee and other states are familiar with the area of business litigation that deals with franchise law.  A variety of conflicts arise in the context of retail franchise establishments, usually dealing with disputes between the franchisor and the franchisee. A recent court decision demonstrates how varied the conflicts can become in this busy area of business litigation.

A federal district court judge has ruled that a Muslim fried chicken franchise cannot advertise its fried chicken as being "halal" certified, which connotes a religious connotation to the food that is prohibited by the company that issued the franchise. The court ruled that the franchisor had every right to bar its franchisee from advertising its products with religious terminology attached. The decision held that it was not relevant that the company had allowed the franchise to use the advertising in prior years.

Superstar looks to settle trademarks and copyrights dispute

Tennessee gets its share of trademark disputes involving entertainers who believe that their name or protected business marks are being infringed upon by outside parties. Disputes over trademarks and copyrights that cannot be resolved in private negotiations will likely be filed as litigation, asserting trademark infringement in a federal district court. One entertainer who has attempted to go that route to protect her namesake and its business integrity is Beyoncé.

She sued the individuals who have been marketing merchandise under the name "Feyoncé." To add to the fire, the defendants have allegedly also added the phrase "put a ring on it" which is the equivalent of a play on the lyrics from the superstar's hit, "Single Ladies." The lawsuit, however, was met with less than full homage by the presiding federal district court judge.

Business and corporate law issues arise in the startup phase

When starting a business in Tennessee the entrepreneur may find that it is necessary to conduct a risk assessment evaluation of the applicable pros and cons of the project. How much risk will the investor take on to achieve a certain level of rewards? Where the precise business has not yet been selected, one may also have to evaluate whether to purchase a franchise or set in action a new startup. These are all business and corporate law issues that arise in the early phases of planning.

The personality of the entrepreneur may play a part in such decisions. For independent thinkers who want to create a new business like a painter maneuvers through a canvass the choice will tend toward a new startup. The person who wants to avoid making out-of-the box mistakes and who is more cautious may prefer an established franchise. However, if one needs a broad scope of freedom in the creation and management of the business, the franchise is not likely the ticket.

Is your business infringing on copyright with a music playlist?

Many businesses stream music for their customers to enjoy while shopping, eating or getting their hair done. It may seem innocent enough, but if you are using someone’s personal playlist or stream, your business is likely engaging in copyright infringement.

Anyone who plays a song in a public space, regardless of whether it is playing from your computer or phone, needs a public performance license. This protects artists from their music being used unfairly without compensation paid to them.

The popularity of buying groups in the furniture industry

Buying groups are present in all kinds of industries. One field they have been playing an increasingly important role in lately is the furniture industry. Many independent furniture retailers are turning to such groups for help staying competitive.

According to a recent Furniture Today article, of the 14 major buying groups in the furniture industry, eight have seen growth in member stores and/or member count since 2016. And for some of these groups, this growth has been rather large.

DACA WORK PERMITS/ PERMISOS DE TRABAJO DACA

The USCIS has recently made a change to the way it issues work permits to those who have applied for Deferred Action for Childhood Arrivals (DACA). For the first few months of the program (which has only been in place since August of 2012), the USCIS would issue work permits to DACA applicants within 90 days of the receipt of their application, and would take about 180 days to complete a review of the application and grant deferred action. After having issued thousands of work permits, then later denying many of the underlying DACA applications and revoking those work permits, USCIS decided that it would be more efficient to wait until the DACA applications are completely processed and approved before issuing a work permit. For that reason, DACA applicants must now wait 180 days for a work permit rather than just the 90 days.

  • Rated Super Lawyers | Harry B. Ray | SuperLawyers.com
  • AV | Peer Review Rated
  • ABA | Defending Liberty Pursuing Justice
  • TBA | Tennessee Bar Association
  • State Bar Of Georgia | Lawyers Serving the Public and the Justice System
  • CBA | Chattanooga Bar Association
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