The Creeping Union Part II: Why You Should Start Planning Now


In our last post, we summarized the 2011 Specialty Healthcare decision and the potential for the NLRB to recognize an unduly burdensome number of smaller collective bargaining units. So far, cases interpreting Specialty Healthcare indicate that the NLRB’s expanded view has not resulted in a proliferation of arbitrary bargaining units.

Two recent cases decided within a week of each other this July – Macy’s, Inc. and The Neiman Marcus Group, Inc. – demonstrate the current boundaries set by the NLRB. Continue reading this entry

The Creeping Union Part I: Could a “Micro-Union” Happen to You?


Is it ever too early for a startup business to consider the potential impact of unionized labor on future operations? According to a line of cases stemming from a groundbreaking 2011 National Labor Relations Board (NLRB) decision, the answer is “no.” In fact, as explained below, the early stages of a company’s life may be the perfect time to consider whether the company has or may have a “micro union” constituency that could impact future business decisions.  Continue reading this entry

Is Your Baby Your Buyer’s Collateral?


Even before dealing with the intricacies of nondisclosure agreements, employment offer letters, stock restriction agreements, and incentive plans, it is not unusual for founders to have already dreamt of an IPO or sale event. In fact, it is crucial for founders to consider when and how to make that ultimate decision to sell their companies (see Thinking IPO? Timing is Everything and Prepare Your Company for a Sale by Almost “Going Public”). Of course, exit events can take on innumerable forms, each of which has its own benefits and drawbacks. One type of exit event that gained traction in the 1980s and continues to be favored by many financial sponsors is the leveraged buyout (LBO). An LBO occurs when a purchaser acquires a control stake in a company using borrowed funds. These borrowed funds often come from banks or private equity funds or a combination of the two. Although, in theory, any type of company could be the target of an LBO, one key factor in structuring an LBO is that the target’s assets are generally used to collateralize the loan. In other words, if the company stops servicing the debt, the bank may seize the company’s assets. As a result, companies that have stable cash flows or tangible assets are often prime candidates for an LBO.

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Foley Ventures Launches New Website for Growth Companies


We are proud to announce the launch of, a new website for Foley Ventures LLC, a venture capital fund formed by Foley & Lardner LLP attorneys that invests in or alongside clients. Our website features the latest news, events, and information about our funds, as well as a look at the promising companies we have funded.

Foley Ventures funds were created to allow Foley to actively team with clients to grow their businesses, in addition to providing business and legal counsel. Continue reading this entry

Beware of Promises


In the early stages of a new venture, things move quickly. An entrepreneur will talk with many different potential team members, some of whom aren’t a good fit, some of whom become co-founders and valued long-term partners, and some of whom may seem like a good fit but ultimately don’t come aboard or add value. These early conversations often include a discussion of equity allocation. While an entrepreneur may think that a casual chat or email exchange regarding equity in a to-be-formed entity (contingent on performance or otherwise) may be nothing more than that, the other party to the conversation may think otherwise.

If everything works out well and the team member comes aboard and produces, there is no problem (especially if the equity is subject to vesting once actually granted). However, if the team member ultimately doesn’t join the venture, leaves in the short-term (especially before an entity is formed), or doesn’t produce what the entrepreneur expects, these early conversations about equity could result in a serious problem for the entrepreneur and, ultimately, the venture.

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