Category Archives: Business

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Puerto Rico Case Highlights Need for Secured Parties to Adhere to Good Practices in Documenting Secured Transactions

balance sheet
Manufacturers encounter financing statements in many contexts – as a borrower, as a supplier of goods sold on credit, as a seller in a leveraged acquisition, as a seller of equipment where financing is provided to the buyer (purchase money financing), or as a supplier providing secured credit to a distributor. As simple and commonplace … Continue reading this entry

Commercial and Consumer Warranties: A Primer

agreement
As Tommy Callahan asks his customers in the high-brow ‘90s movie, Tommy Boy, “why would somebody put a guarantee on a box?”  What does it mean and why it is useful?  This post provides a high-level primer on commercial and consumer warranties on products.… Continue reading this entry

Adoption of Artificial Intelligence in Manufacturing Accelerating

factory
The rapid adoption of Industry 4.0 technologies leaves manufacturers with a choice: accelerate with the market or be left behind.  According to a 2019 Global Market Insights, Inc. report, the market for artificial intelligence in manufacturing will grow to $16 billion by 2025.  Factors driving the adoption of Industry 4.0, the general name given to … Continue reading this entry

Trademarks, Bankruptcy, and Leverage: What Manufacturers and Other Trademark License Parties Should Know About A Potential Landmark Case Before the Supreme Court

On February 20, 2019, the United States Supreme Court heard oral arguments in the case Mission Products, Inc. v. Tempnology, LLC.  The case has important implications for manufacturers and other parties to trademark licenses when a trademark licensor files, or threatens to file, bankruptcy.  Lower courts including the First Circuit found that, in the event … Continue reading this entry

The Art of Holding Harmless: Indemnification Provisions in Supply Agreements and How They Differ from Warranty

agreement
According to Black’s Law Dictionary (10th ed. 2014), indemnity is a “duty to make good any loss, damage, or liability incurred by another.”  At its core, an indemnification is a promise to reimburse a person for a loss incurred by that person.  Often, the obligation to indemnify is limited to third party claims.  Further, there … Continue reading this entry

Key Considerations for Pricing Disputes

balance sheet
Among the most common disputes in the manufacturing industry are disputes over price changes.  Most often, such disputes involve a supplier seeking higher prices from its customer.  However, there also are instances in which a buyer seeks price reductions from its suppliers.  These disputes can arise for many reasons, such as increases for raw materials … Continue reading this entry

When Even the Regulations Are Bigger in Texas: Limitations on Court Deference

Texas
Manufacturers considering operations in Texas may be surprised to discover that, despite the state’s desired reputation as a “light regulation” and “free market” environment, comprehensive regulatory statutes exist for most fields of business and commerce.  Layered on top of these laws are an often voluminous set of regulations promulgated and enforced by multiple state agencies … Continue reading this entry

Best Practices for Customers Structuring Directed-Buy Arrangements

agreement
This article explores the following topics: (1) What is a directed-buy arrangement? (2) What significant issues exist for a customer in a directed-buy arrangement? and (3) What are the best practices for a customer entering into a directed-buy arrangement?… Continue reading this entry

2018 Legal Trends for In-House Counsel

supply chain
As part of Foley & Lardner LLP’s ongoing mission to ensure that clients are prepared for dynamic changes in the current legal landscape, the firm recently presented the Association of Corporate Counsel – Michigan and Foley & Lardner LLP 2018 Legal Trends for In-House Counsel Program.… Continue reading this entry

GM's Planned Cuts Require Action by Its Suppliers

manufacturing
In the face of what General Motors’ CEO Mary Barra calls a “fast-changing market,” this week General Motors announced its plans to end the production of certain vehicles, reduce its North American work force by more than 10%, and idle five plants in the United States and Canada. General Motors also announced that it plans … Continue reading this entry

Global AV and EV Regulatory Approaches in Focus Recently at Frankfurt Roundtable

steel
Guest Author: Ruth Knox, Managing Associate, Linklaters LLP Given the pace of change in the automotive industry and related technologies, combined with increasing regulatory scrutiny and recent developments in trade and M&A, there are several risks and challenges the global automotive industry can expect to deal with for the remainder of 2018 and beyond across Europe, China, … Continue reading this entry

Navigating Peaks and Valleys: The OESA’s Industry Outlook Panel

sales
The Original Equipment Suppliers Association (OESA) celebrated its 20th Annual Conference this week in suburban Detroit under the theme: “Transom Innovate Lead.” And while this year’s discussion that occurred the day after Election Day was dominated by trade and tariff concerns as well as discussions of talent strategies, leadership and technology, the afternoon session included … Continue reading this entry

Automotive Industry Forum Preview: As the Auto Industry Transforms, It Grapples with Issues of Cybersecurity, IP & Connectivity

Automotive
By guest author Gregg Wirth of the Legal Executive Institute. The American automotive industry in no longer making your father’s Oldsmobile — not by a long shot. Today, pushed by evolving consumer behaviors, transformative technologies, and global market pressures, the automobile industry has entered a new industrial revolution where ingenuity and opportunity coalesce, and the tools of … Continue reading this entry

Force Majeure Best Practices – Hurricane Florence Edition

Hurricane
The threat presented by Hurricane Florence has forced government officials to order South Carolina residents to evacuate hurricane zones. Safety should always be the No. 1 priority for the millions of individuals and families affected by the storm. The mandatory evacuation and closure of many businesses and schools in the area has shut down a … Continue reading this entry

The Skills Gap in the Manufacturing Industry and What We Can Do About It

Workforce
There is a serious skills gap crisis in the U.S. manufacturing industry, an industry which makes up nine percent of the U.S. workforce, making it one of the largest workforces in the country.  The manufacturing industry, like many other industries in our quickly-shifting, modern economy, requires skilled workers to fill critical positions, such as machine/equipment … Continue reading this entry

Increasing Prominence for a Previously Overlooked Permit

Plant
A Plant-wide Applicability Limit (PAL) is an annual emission limitation that allows facilities to be modified, changed or altered without first obtaining a New Source Review permit. A PAL permit eliminates the need for companies to create separate emissions caps and permitting processes for each piece of equipment or components within a plant. They are … Continue reading this entry

Forecasting the North American Sales and Production Footprint in Uncertain Times

sales
The Center for Automotive Research (CAR)’s annual Management Briefing Seminars are being held this week in Traverse City, Michigan.  Tuesday’s sessions included an annual highlight of the conference: a detailed update and outlook on “Forecasting the North American Sales and Production Footprint in Uncertain Times,” presented by a panel of leading automotive forecasters, analysts and … Continue reading this entry

Is my Advisor a “Finder” or a “Broker”? Avoiding the Pitfalls of Raising Capital Using Unlicensed Broker-Dealers

advisor
Companies seeking to expand operations often face numerous challenges.  One such challenge is raising the capital necessary to make such an expansion possible.  When a company sees an expansion opportunity but does not have the financial resources on hand or readily available (cash, available bank debt, etc.) to make it happen, other avenues of financing … Continue reading this entry

Equity Compensation and the Rise of Restricted Stock Units

RSUs
In recent years, equity compensation programs have increasingly been using restricted stock units (RSUs).  A manufacturing company recently made news when it granted RSUs worth millions of dollars to thousands of its employees in connection with its IPO.  Statistics show the trend toward RSUs is widespread.  In a recent survey of 325 companies, 72% reported … Continue reading this entry

Your Webpage Is About to Violate the Law -- And Other Changes to Prop 65 Warning Requirements

Prop 65
Big changes are coming to a regulation that, while well meaning, cost businesses selling products in California more than $50M in 2017 and similar amounts in prior years.  California’s Safe Drinking Water and Toxic Enforcement Act of 1986, more commonly known as Proposition 65 (“Prop 65”), is getting a makeover – new warnings, shifting burdens … Continue reading this entry

New Product Safety Requirements and Recall Procedures Adopted in Mexico:  Time for Manufacturers to Update their Compliance Programs in Mexico

factory
The commercial and legal environment on product safety in vehicles, auto parts and other products has substantially changed in Mexico in 2018. Manufacturers carrying out business activities in Mexico should now be implementing increased efforts to comply with and properly react to new legislation, policies, recall procedures and safety standards that are now applicable in … Continue reading this entry

Shhh ... Don't Tell Anyone: Tips on NDAs

NDA
The Non-Disclosure Agreement (“NDA”) is a document that is very often prone to misuse in commercial practice. Often, when business teams from two companies get together, the first thing they do, almost as a box-checking measure, is toss over one company’s standard two-way NDA, without much thought as to whether the NDA should, in fact, … Continue reading this entry

Fit for What Purpose? Understanding the Warranty of Fitness for Particular Purpose

agreement
For manufacturing companies, some of the most important terms in any contract for the purchase or sale of goods are the warranties that apply to those goods.  This article will address one particular kind of warranty – the warranty of fitness for particular purpose.… Continue reading this entry

Tips for Planning a Carve-Out Divestiture

carve-out
As a company grows and expands (whether by acquisition or organically), it can encounter issues which may prompt a divestiture.  For example, a once high-performing business unit declines or becomes stagnant and drags down the performance of the overall company, or business units within the company create negative synergies, such as where a major customer … Continue reading this entry