Close X
Attorney Spotlight

Find out how Gardner Bell's experience promoting financial and economic development initiatives both locally and abroad informs his role as an attorney. Find out more>

Search

Close X

Experience

Search our Experience

Experience Spotlight

On December 1, 2016, Parker Hannifin Corporation and CLARCOR Inc. announced that the companies have entered into a definitive agreement under which Parker will acquire CLARCOR for approximately $4.3 billion in cash, including the assumption of net debt. The transaction has been unanimously approved by the board of directors of each company. Upon closing of the transaction, expected to be completed by or during the first quarter of Parker’s fiscal year 2018, CLARCOR will be combined with Parker’s Filtration Group to form a leading and diverse global filtration business. Bass, Berry & Sims has served CLARCOR as primary corporate and securities counsel for 10 years and served as lead counsel on this transaction. Read more here.

CLARCOR
Close X

Thought Leadership

Enter your search terms in the relevant box(es) below to search for specific Thought Leadership.
To see a recent listing of Thought Leadership, click the blue Search button below.

Thought Leadership Spotlight

Securities Law Exchange BlogSecurities Law Exchange blog offers insight on the latest legal and regulatory developments affecting publicly traded companies. It focuses on a wide variety of topics including regulation and reporting updates, public company advisory topics, IPO readiness and exchange updates including IPO announcements, M&A trends and deal news.

Read More >

Chris Lazarini Provides Insight on Denial of Class Certification Under Fed.R.Civ.P.23

Publications

May 11, 2015

Bass, Berry & Sims attorney Chris Lazarini provided insight on the case of Marcus vs. AXA Advisors, LLC in which the court denied plaintiffs' motion for class certification on the grounds that they failed to demonstrate that the putative sub-classes met the commonality and typicality requirements for class certification under Fed. R. Civ. P. 23. Chris provided the analysis for Securities Litigation Commentator (SLC). The full text of the analysis is below and used with permission from the publication. If you would like to receive additional content from the SLC, please visit the SLC website to sign up for the newsletter.

Marcus vs. AXA Advisors, LLC, No. 11-CV-2339 (S.D. N.Y., 3/31/15)

Plaintiffs seeking class certification must demonstrate compliance with Fed. R. Civ. P. 23 by a preponderance of the evidence.

Plaintiffs initiated this putative class action in May 2011, alleging that AXA Advisors and other related AXA companies ("AXA") violated the Fair Labor Standards Act and the New York Labor Law by mis-classifying persons as independent contractors and outside sales agents exempt from the statutory minimum wage and overtime requirements. Plaintiffs proposed two sub-classes. The first sub-class included persons who had signed pre-employment "independent contractor" agreements with AXA. Those agreements covered the time during which the persons obtained their securities and insurance licenses and met an initial production credit requirement after being licensed. This group was not paid by AXA during the study phase of their relationship and received commissions on production credits once they obtained the required licenses. The second sub-class included persons who had become full-time "outside" sales agents. This group entered into an at-will employment agreement with AXA and could elect to be paid solely on commissions or on a base salary with reduced commissions.

The Court denies Plaintiffs' motion for class certification, finding that Plaintiffs failed to demonstrate that the putative sub-classes met the commonality and typicality requirements for class certification under Fed. R. Civ. P. 23. On the question of commonality, the Court finds that, although the sub-classes presented common questions and common wrongs, there was no likelihood of finding common answers as to whether the members of the sub-classes were independent contractors or outside sales agents. In the case of pre-employment associates who were not yet licensed, the Court finds that Plaintiffs failed to show commonality among the various AXA branches on issues such as when and where they were expected to study for the licensing exams and whether they were expected to solicit business prior to being licensed. In the case of at-will associates, Plaintiffs failed to demonstrate commonality because there were substantial variations in how the members of this group conducted the business of selling AXA products. The Court finds that the differing practices required individualized proof on the merits of each person's classification, leaving the commonality requirement unsatisfied.

In contrast, the Court finds that Plaintiffs satisfied the commonality standard for persons who had obtained their licenses and were working toward getting the required initial production credits, because those persons were supervised and controlled similarly among the AXA branches. For this group, the Court then examines whether the sole proposed class representatives satisfied Rule 23's typicality standard. Labeling it a close call, the Court determines that the proposed class representative was not typical of this sub-class, because his affiliation with AXA lasted only three months, he did not get his licenses, and he was not familiar with the practices in AXA branches other than the one in which he worked. In dicta, the Court notes that, while these factors defeated typicality, they were not sufficient, standing alone, to defeat the adequacy standard.


Related Professionals

Related Services

Notice

Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.