Serve as Outside Litigation Counsel
Represent defendant employer in an ERISA multiemployer plan contribution collections case in the Eastern District of Missouri. The company was accused of failure to remit approximately $800,000 in contributions owed.
Negotiated Executive Employment Agreements
As part of a multimillion-dollar sale of the business, represented and negotiated employment contracts and compensation for executives who sold their successful business and remained on as senior management for the acquiring company.
$65 Million Sale of Specialty Home Furnishings Business
Represented the seller, a manufacturer of specialty home furnishings, in its acquisition by a leading brand aggregator in numerous different consumer products spaces. The sale, for $65 million in cash and equity, represented the buyer’s first acquisition in the home furnishings space. We also provided counsel on employment, employee benefits, tax, patent, and intellectual property aspects of the transaction.
$108 Million Acquisition of Bank Holding Company
Represented Delta Bancshares Company, bank holding company of Jefferson Bank and Trust, St. Louis, Missouri, in its merger with a subsidiary of First Mid Bancshares, Inc. (NASDAQ: FMBH), bank holding company of First Mid Bank & Trust, Mattoon, Illinois. The total consideration for this cash and stock deal was approximately $108 million. We also provided counsel on employee benefits and tax aspects of the transaction.
$1 Million-Plus in Tax Liability Avoided
Secured several releases for employment and tax-related claims against a client. Inaccurate tax advice had led the company’s board of directors to issue options that did not comply with Section 409A of the Internal Revenue Code. We were able to avoid tax liabilities for the client and option holders without triggering IRS action, and obtained release agreements from all option holders.
ACA Employer Shared Responsibility Penalties Avoided
Drafted client response to IRS for Affordable Care Act Employer Shared Responsibility (ESRP) penalties. Provided amended ESRP filings and supporting documentation to avoid over $25,000 in penalties.
Acquisition of Franchise Restaurants
Represented a private investment firm in its acquisition of franchise restaurant outlets across multiples states. Handled the acquisition agreement and other operative documents, due diligence, franchise documentation and licensing.
Summary Judgment in $850,000 Employment Contract Dispute
Obtained summary judgment in Missouri state court on behalf of an employer in the Health Care and Life Sciences field. A former employee had sought over $850,000 in alleged unpaid bonuses.