Mergers and Acquisitions
Continuing with our hypothetical corporate business immigration scenario, you will consider additional information about your foreign national employee, Prisha Patel:
Facebook has proposed to purchase the Marketing Division of Indo Ads after the division received national recognition for its work. Indo Ads expressed interest in the deal, as the company was planning to focus its operations more on developing algorithms. Facebook plans to maintain all operations of the Marketing Division without making changes, keeping all the employees and their roles the same. It has yet to decide whether it will have the workers move to a new office after the deal closes. During negotiations, Indo Ads emphasized its desire to transfer all assets and liabilities of the Marketing Division to Facebook as part of the deal, while Facebook wanted to only take on certain key liabilities, including potential claims by any employee. To expedite the deal, Indo Ads agreed to exclude from the deal any liability that is unrelated to the operations of the Marketing Division. The parties agreed to close the deal within the next three months.
Patel was working in the Marketing Division on an H-1B visa when Indo Ads agreed to sponsor her for a green card under the EB-3 category. She expects to continue working as a market research analyst after the acquisition.Indo Ads had already filed a PERM labor certification before discussing a deal with Facebook. The PERM labor certification is expected to be certified within the next three months.
Write a memo on how the merger or acquisition may affect Patel’s immigration status, using these questions to guide you:
Is this an asset purchase, or an asset and liability purchase?
Based on what you have learned in this part, is Facebook a successor in interest for immigration purposes?Would your answer change if Patel’s labor certification was already approved before the merger went through?
Now write your memo and discuss the options and considerationsfor Patel’s continued employment.