Close X
Attorney Spotlight

What emerging trend in shareholder litigation does Britt Latham find most interesting in his practice today?    Find out more>


Close X


Search our Experience

Experience Spotlight

Envision to Sell to KKR for $9.9 Billion

We represented Envision Healthcare Corporation (NYSE: EVHC) in its definitive agreement to sell to KKR in an all-cash transaction for $9.9 billion, including debt. KKR will pay $46 per Envision share in cash to buy the company, marking a 32 percent premium to the company's volume-weighted average share price from November 1, when Envision announced it was considering its options. The transaction is expected to close the fourth quarter of 2018. Read more

Envision Healthcare

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

Six Things to Know Before Buying a Physician Practice spotlight

Dermatology, ophthalmology, radiology, urology…the list goes on. Yet, in any physician practice management transaction, there are six key considerations that apply and, if not carefully managed, can derail a transaction. Download the 6 Things to Know Before Buying a Physician Practice to keep your physician practice management transactions on track.

Click here to download the guide.

Chris Lazarini Examines Employee v. Independent Contractor Issue

Securities Litigation Commentator


February 22, 2017

Bass, Berry & Sims attorney Chris Lazarini examined a case in which the plaintiff claimed to be an employee of Northwestern Mutual and therefore protected under New York's minimum wage and overtime laws; Northwestern argued the plaintiff was an independent contractor, not an employee, and, therefore, exempt from protection of the labor laws. The court, considering five different factors, found the plaintiff to be an independent contractor. 

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.

Rose vs. Northwestern Mutual Life Ins. Co., No. 14-CV-3569 (E.D. N.Y., 12/12/16) 

Under New York law, determining whether one is an employee or independent contractor turns on the degree of control exercised by the purported employer. Factors to consider include whether the worker: (1) works at his own convenience, (2) may engage in other employment, (3) receives fringe benefits, (4) is on the employer's payroll, and (5) is on a fixed work schedule. 

In this putative class action, Plaintiff alleged violations of the New York minimum wage and overtime laws. Defendant moved for summary judgment, arguing that Plaintiff was an independent contractor, not an employee, and, therefore, was exempt from the labor law's protections. The Court finds that Plaintiff is an independent contractor and dismisses the action. 

Under New York law, the critical inquiry in determining whether an employment relationship exists rests with the degree of control the purported employer exercises over the work performed. After granting Plaintiff months to conduct discovery, the Court finds no factors supporting an employment relationship. Rather, multiple factors weigh against that finding. First, no facts support Plaintiff's claim that Defendant controlled when and where Plaintiff was to work. Requiring one to be at a job site, at certain hours, and to attend regular meetings, the Court holds, are factors to consider, but none is conclusive. Here, they are outweighed by Plaintiff's ability to control the time he devoted to his duties and the location in which he performed them. Second, Plaintiff could work for other companies and was free to sell competitors' products where those products offered lower premiums than Defendant's. This absence of exclusivity, the Court finds, weighs against an employment relationship. Third, Plaintiff did not receive health or other insurance benefits from Defendant, he worked on a commission basis only and Defendant did not withhold taxes from Plaintiff's compensation. Fourth, the Court rejects Plaintiff's argument that Defendant's use of training materials, guidebooks, and marketing materials were indicia of control. Those materials merely offered advice on how to be a successful salesman. Finally, the Court points to Plaintiff's contract with Defendant, in which he agreed that he was an independent contractor as another factor supporting the absence of an employment relationship. While Defendant's label is not dispositive, when combined with the other factors, the Court has little trouble concluding that no employment relationship existed. 

Northwestern Mutual Investment Services, LLC, was also a Defendant. The Court granted summary judgment in its favor, finding Plaintiff never obtained a license to sell its products and never interacted with any of its agents.

Related Professionals

Related Services


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.