Agreed they entire the equation as a whole, i'll take that part back, but the combination of forces has only been spoke of in terms of ASA and Xjt

 

To try and answer your question a little more thoroughly, we have in our contract a clause that says:

"This Agreement shall be binding upon any successor or assign of the Company unless and until changed in accordance with the provisions of the Railway Labor Act, as amended. For purposes of this paragraph, a successor or assign shall be defined as an entity which acquires all or substantially all of the assets or equity of the Company through a single transaction or multi-step related transactions which close within a 12 month period."

It also then goes on to say that all pilots involved must be merged into a single seniority list. We (ExpressJet) are saying that Skywest Holdings is the aquiring entity, which would require a 3 way seniority list integration. Skywest Holdings is saying that ASA is the acquiring entity, which would only require a 2 way SLI.

Hope that helps clarify, and anyone please feel to correct me if I am mistaken.

 

Lets face it, it is time for ASA and XJT to get down to NEGOTIATING a good JCBA, SKY is not going to be involved. I am now of the opinion that 80% of JA's pilots threatening to walk will control JA's decision making process, I want to get this merger done then lets get an industry leading contract. As for Sky, I wish you guys the best of luck, but ASA lets do this, I need a raise!

 

Every bit of our info and the holdings clarifications and the news tidbits of the merger keep alluding to the fact that ASA is wholly owned but ASA is acquiring Xjt, not Skywest Holdings.....

 

ST. GEORGE, Utah, Aug. 4 — SkyWest, Inc. (Nasdaq: SKYW) (“SkyWest”) announced today that it has entered into a definitive merger agreement with ExpressJet Holdings, Inc. (NYSE: XJT)(“ExpressJet”), whereby Atlantic Southeast Airlines, Inc., SkyWest’s wholly-owned subsidiary (“Atlantic Southeast”), will acquire all of the outstanding shares of common stock of ExpressJet Holdings, Inc. (“ExpressJet”) for $6.75 per share in cash, representing a net purchase price of approximately $133 million after giving effect for shares already owned by Atlantic Southeast.


( I hope that helps ? )

 

We also have a clarifying letter (entitled "Letter 1", if you are curious), appended to the contract, that discusses the exact thing you mention.
That clarifying letter basically states that the "root" holding company is what section 1 applies to, regardless of how many "divisions", "sub-holdings companies", and "wholly-owned subs" you wish to create.

 

Guardguy, why are you so intent on rolling over without even trying to send this to an arbitrator? We haven't even heard what the MEC plans on doing. Face it, we have nothing to lose by waiting to see what an arbitrator says.

 

Your own post of SKW's news release has four references to Skywest and one of St George. Their own little PowerPoint presentation I littered with Skywest.

 

If that's the extent of your contract language, I'm pretty sure that it will be found to be binding on ASA only, not INC. You and i both know what the INTENT of that language is, but unless it is spelled out in crystal-clear, unambiguous black-and-white language it will be binding only on who is specified in writing, which is the acquiring "entity", which is ASA in legal terms.

Your language does not say that the provisions will be binding on other companies which happen to own the successor. In contract law this sort of thing is interpreted literally, at face value...that's why you should hire professional contract lawyers to do this kind of thing.

Here's what I think your contract SHOULD have said....

"This Agreement shall be binding upon any successor or assign of the Company unless and until changed in accordance with the provisions of the Railway Labor Act, as amended. For purposes of this paragraph, a successor or assign shall be defined as an entity which acquires all or substantially all of the assets or equity of the Company through a single transaction or multi-step related transactions which close within a 12 month period, TO INCLUDE ANY CORPORATION, PERSON, OR ENTITY WHO EXERCISES DIRECT OR INDIRECT CONTROL OR MAJORITY OWNERSHIP OVER THE ACQUIRING ENTITY."

Or words to that effect. That would work for one degree of separation, but you might need some sort of iterative language to protect against multiple layers of ownership (INC creates "SGU Holdings", transfers ASA to SGU, then buys XJT).

But like I said, you have to read your language verbatim and then STOP. There's nothing in there that remotely designates a once-removed holding company as a successor.

I suppose there is a remote chance that you could claim bad-faith on the part of INC, but I also think that would be doomed to failure because they are using ASA to acquire XJT....

If INC had created a NEW holding company solely for the purpose of acquiring XJT you could reasonably claim that was done for sole purpose of evading your scope language. But since they are using an established, operating airline to do it the waters are pretty muddy...there are wide variety of legit business reasons to roll XJT into ASA, and INC can claim that scope was not the reason or sole reason for doing that.

BTW, unlike slappy I'm all for one list (with fences).

 

Anybody else thinking about the possibility of having an industry leading contract under one list. Skywest, you can put your swords down, we all want to make this profession better, and one list is how we do that. Management wins when they see one pilot group actually wanting to stay separate from another pilot group, under one holding company.