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Ortoli | Rosenstadt: What Exactly Is a Seller Responsible for When Selling Its Staffing Firm?
Buyers of a business generally expect sellers to be responsible for certain liabilities relating to when the seller owned its business—a concept mergers and acquisitions professionals refer to as indemnification. Indemnification is one of the most heavily negotiated, and potentially most significant, provisions of a purchase agreement, and understanding the terminology common to such agreements is essential when negotiating a deal. Attorney Paul Pincus of Ortoli Rosenstadt LLP explains what sellers are liable for, how a seller’s liability may be limited, and how buyers may seek to fund potential indemnity claims.
ASA: Moderate Staffing Job Gains in Second Quarter of 2013
U.S. staffing companies employed an average of 2.96 million temporary and contract workers per day in the second quarter of 2013, up 1.8% from the same period last year, according to data released today by the American Staffing Association. Although the April through June period marked 14 consecutive quarters of year-to-year staffing payroll additions since the recession ended in 2009, job growth has been more muted in the past few quarters.
“The staffing industry is proud of the role that it is playing in continuing to create employment opportunities even in the face of a slowly growing economy,” says Richard Wahlquist, American Staffing Association president and chief executive officer.
System One Acquires Joulé
System One (09/03/2013)
System One, a provider of specialized work force solutions, has acquired the professional and technical staffing solutions provider Joulé Inc. and its subsidiaries. Combined, the firms will report annual revenues near $500 million, employ over 6,000 employees, and maintain around 40 offices across the country.
The Training Associates Reports 62% Quarter Over Quarter Sales Growth
MarketWatch (09/03/13)
The Training Associates reported sales growth of 62% in the second quarter of 2013 from the same period last year, generating compound annual revenue growth of 32.2% during the past four years. Vic Melfa, chief executive of TTA, says, “As we forecasted, our revenue for Q2 was strong due to our continual penetration of new key accounts such as Volvo Trucks, Expedia, and Juniper Networks, and the growth of existing business from quarter to quarter.”
Clinical Staffing Services Joins Decton Inc.’s Group of Companies
Decton Inc. News Release (08/29/13)
Clinical Staffing Services has joined Decton Inc. as part of Decton’s Clinical Healthcare division. With health care changing rapidly around the country, combining resources helps Clinical Staffing and Decton better serve their markets and the employees of Clinical Staffing. Clinical Staffing and Decton place qualified candidates in temporary, temporary-to-hire, and direct hire positions.
Protesting Activists’ Firings, Walmart Workers Plan the Biggest Mobilization Since Black Friday
The Nation (09/03/13) Josh Eidelson
Walmart workers and supporters plan to mount protests in 15 cities Thursday, and Union-backed group OUR Walmart expects this will be its largest mobilization since last November’s Black Friday strike. At an August 22 civil disobedience action, the campaign announced a Labor Day deadline for Walmart to raise its wages to at least $25,000 per year, and reverse the terminations of 20 workers who participated in a June strike. Labor Day passed without any public concession by Walmart.
A mass email to supporters on Sunday from the allied Making Change at Walmart campaign referenced “intensified actions nationwide” Thursday if Walmart did not respond by Labor Day. Thursday’s actions will include a march through downtown Los Angeles to the site of a proposed Walmart in Chinatown, and a demonstration in Washington, DC, where Mayor Vincent Gray may veto a bill requiring “large retailers” such as Walmart to pay employees at least $12.50 hourly. Thursday actions are also planned for Baton Rouge, Boston, Chicago, Cincinnati, Dallas, Denver, Miami, Minneapolis, New York, Orlando, Sacramento, San Francisco, and Seattle.
Activists Enlist Help of Recruiters
Wall Street Journal (09/04/13) Joann Lublin
Executive-search firms are increasingly working with activist investors to fill board seats, helping activists attract experienced business leaders for their slates. Such efforts can raise tensions as businesses wrestle with activists amid a wave of threatened proxy fights. Companies often aren’t aware that activists have retained search firms—sometimes the same ones previously used by companies for certain executive assignments.
“Activists use search firms for between 10% and 20% of these situations,” says Steve Wolosky, a partner at law firm Olshan Frome Wolosky LLP. “Five years ago, it was less than 5%.” Executive recruiters often conceal their involvement with activists because they fear alienating corporate clients. It can take extra effort to woo top-notch prospective directors for activists. Many decline because “they’re scared of being on an activist slate,” notes Steven Seiden, president of Seiden Krieger Associates, a small New York search firm. He contacts three times as many candidates for an activist slate as he does for a standard board search. For some search firms, it is worth the effort as recruiters compete harder for increasingly scarce board assignments.
Vital Signs: Demand for Factory Goods Soars
Wall Street Journal (09/03/13) Kathleen Madigan
According to the most recent survey of manufacturers by the Institute for Supply Management, the new orders index reached its highest level in August since April 2011, rising from 58.3 in July to 63.2. This marked the third-straight monthly gain in demand. Only miscellaneous manufacturing saw a decline in orders in August.
Meanwhile, the purchasing managers index climbed from 55.4 in July to 55.7 in August, with readings over 50 indicative of expanding activity. The ISM production index, however, fell to 62.4 from a nine-year high of 65 in July.
Free ASAPro Webinar This Month—Maximize Your ASA Membership
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ASA Congratulates VOICE Award Winners
ASA members from around the nation entered their best communications campaigns in the 2013 Staffing VOICE Awards competition this summer. The awards celebrate the vision, originality, innovation, creativity, and effectiveness (VOICE) of ASA members’ communications campaigns.
Industry and communications experts judged the entries on the basis of general appeal and overall quality; content and message; originality of approach; and statement of target audience, objectives, and results. Entries in four classes of staffing firms, based on company size, competed in categories ranging from direct mail to social media campaign.
All the winning entries and the crystal awards will be displayed at Staffing World 2013, Oct. 8–10 in Orlando, FL. The full list of winners is available at ASA Central.
Creating an Effective Distracted Driving Policy
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NLRB Offers Additional Advice on Social Media Policies
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Fighting Disability Discrimination Is a Priority for EEOC
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Second Circuit Rules FLSA Doesn’t Bar Class Waivers
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More Employers Overhaul Health Benefits
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Paid Vacation’s Decline
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20% of Small Businesses Now Prefer Independent Contractors
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