Extract
Heartland Industrial Partners, LLC, 1081 (2006)
Heartland Industrial Partners, LLC and United Steelworkers of America, AFLCIO and Linda Kandel, Galen E. Raber, Juanita M. Miller, and Renate Croll. Case 34CE9
November 7, 2006DECISION AND ORDERBy Chairman Battista and Members Schaumber and WalshOn June 16, 2005, Administrative Law Judge Raymond P. Green issued the attached decision. The General Counsel and Charging Party filed exceptions and supporting briefs. The Respondents filed answering briefs, and the General Counsel and the Charging Party filed reply briefs. The Respondent Union filed cross-exceptions and a supporting brief. The General Counsel and the Charging Party filed answering briefs, and the Respondent Union filed a reply brief.The National Labor Relations Board has delegated its authority in this proceeding to a three-member panel.The Board has considered the decision and the record in light of the exceptions and briefs and has decided to affirm the judges rulings, findings, and conclusions and to adopt the recommended Order.i. introductionRespondents Heartland Industrial Partners, LLC (Heartland) and United Steelworkers of America, AFLCIO (the Union) have entered into an agreement governing union organizing at companies that Heartland may acquire. The complaint alleges that two clauses in the agreement require Heartland to cease doing business with another person or employer, in violation of Section 8(e) of the Act. For the following reasons, we find, in agreement with the judge, that the challenged clauses did not violate Section 8(e).ii. factual backgroundThe facts, which are set forth more fully in the judges decision, may be summarized as follows. Heartland is an investment firm that invests in manufacturing firms located in the Midwest. On November 27, 2000, Heartland and the Union executed the Heartland Agreement. It consists of two parts: a Side Letter and a Framework for a Constructive Collective-bargaining Relationship (Framework).The Side Letter specifies the circumstances and conditions for applying the Framework to future acquisitions of Heartland known as covered business entities (CBEs). Specifically, section 3 of the Side Letter defines a CBE as one in which Heartlanddirectly or indirectly: (i) owns more than 50 percent of the common stock; (ii) controls more than 50 percent of the voting power; or (iii) has the power, based on contracts, constituent documents or other means, to direct the management and policies of the enterprise. . . .Section 2 of the Side Letter provides that no less than 6 months after Heartland has invested in a CBE, the Union may notify Heartland of its intent to organize that CBE. Heartland will then cause the CBE to execute a Side Letter and Framework with the Union that is, in form and substance, identical to the Heartland Agreement.The Framework states that the CBE will adopt a position of neutrality during an organizing campaign; post a notice to its employees advising them of its neutral position; grant the Union access to its premises to distribute information and to meet with employees; furnish the Union with employee names and addresses; and recognize the Union based on a majority showing after a card check. Also, upon a showing of majority support, the CBE will bargain within 14 days of recognition, and will submit to interest arbitration any issues that remain open after 90 days of bargaining.The Framework also includes a dispute resolution procedure. Under this procedure, either party can submit disputes involving the terms of the Framework to an arbitrator. The arbitrators remedial authority includes the power to issue an order requiring [a CBE] to recognize the Union when, in all the circumstances, such an order would be appropriate. The arbitrators award is final and binding on the parties. The parties waive the right to seek judicial review of the award, but may seek its judicial enforcement.In early 2001, Heartland acquired Collins & Aikman Corporation (Collins & Aikman), which is engaged in the manufacture of goods that serve the automotive industry. In January 2003, Heartland caused Collins & Aikman to enter into a Side Letter and Framework with the Union (Collins & Aikman agreement).In June 2002, Heartland acquired Trimas Corporation (Trimas), which is engaged in the manufacture of engineered products such as fasteners and automobile accessories. On July 11, 2003, Heartland caused Trimas to enter into a Side Letter and Framework with the Union (Trimas agreement).iii. analysisA. The 10(b) IssueThe complain...See the full content of this document
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