On September 21st, the Wall Street Journal,
citing unnamed sources, reported that directory publisher R.H. Donnelley
Corporation is in discussions to purchase Dex Media, Inc. and that neither
company had commented on this speculation, and that no deal is certain.
As expected in these types of stories, Dex’s policy and practice is to not to
comment on market rumors.
On September 22nd, the Dex management team notified employees of “the importance
of following the company’s policy when responding to customers’ questions.”
Simply stated, this means that employees must - as a condition of employment -
avoid discussing this subject outside of the company.
By that same token, the Union cannot speculate regarding this announcement.
Since neither party is choosing to comment, we have no means of verifying either
the accuracy or inaccuracy of this story.
However, if such a sale were to occur, then the terms and conditions of Article
1., Section 1.7 Successorship would apply:
Successorship
Section 1.7 In the event of a merger or acquisition of Dex Media East, LLC
whereby a controlling interest in Dex Media LLC is obtained by another company,
or in the event of the sale to, or the acquisition by, another company of
substantially all the assets of Dex Media East LLC the parties agree that such
company shall become the successor to Dex Media LLC, shall be bound by the terms
and conditions of this Collective Bargaining Agreement between Dex Media East
LLC and CWA, and shall assume all other duties and responsibilities of a
successor (as the term is construed under the National Labor Relations Act). Dex
Media East, LLC agrees to require any such successor to accept the terms of this
Collective Bargaining Agreement by written notice. A copy of such notice shall
be provided to CWA at least thirty (30) days prior to the effective date of any
sale, transfer or assignment.
Federal case law holds that such restrictions are lawful and if the employer
were to attempt to sell the business without requiring the new owner to assume
the collective bargaining agreement in place, the Union can seek an injunction
prohibiting the transfer until the contractual obligations are fulfilled and can
sue the employer for damages for breach of contract.
Should we become aware that this is anything more than conjecture, we will
notify the Locals and employees immediately.
