Asset Purchaser

News & Analysis as of

Third Circuit Holds Funds Escrowed By Secured Lender After Section 363 Sale Were Not Property of the Estate

In In re ICL Holding Co., Inc., et al., the Third Circuit Court of Appeals held that funds escrowed by the secured lender for the payment of professional fees and other administrative expenses in connection with a Section 363...more

Another Court Deals with Privileged Communications' Ownership after a Corporate Transaction

Most if not all courts recognize that selling a corporation's stock transfers ownership of the corporation's privileged communications. These can include even communications about the sale transaction. Great Hill Equity...more

Recent Seventh Circuit Decision Finds That Multiemployer Pension Withdrawal Liability Can Automatically Transfer to Asset...

In a recent decision that has important implications for purchasers of assets that come with a multiemployer union pension plan, the U.S. Court of Appeals for the Seventh Circuit held in Tsareff v. ManWeb Services, Inc., 794...more

Global Private Equity Newsletter - Fall 2015 Edition: Buyer Beware – Court Lowers Hurdle to Make Claim for Withdrawal Liability...

In Tsareff v. ManWeb Services, Inc., the U.S. Court of Appeals for the Seventh Circuit held that an asset purchaser’s pre-closing knowledge of a seller’s potential multiemployer plan withdrawal liability could be sufficient...more

The Ninth Circuit Hammers Out A New Successorship Liability Test Under The MPPAA

The Ninth Circuit, in Resilient Floor Covering Pension Trust Fund Board of Trustees v. Michael’s Floor Covering, Inc., Case No. 12-17675 (9th Cir. Sept. 11, 2015), joined the Seventh Circuit in finding that an asset...more

Better Late Than Never: The California Supreme Court Reverses Itself, Holding That Corporate Policyholders May Assign Insurance...

Asset purchase and sale transactions are a preferred structure for many corporate deals. For a variety of reasons, it may be prudent for businesses or product lines to be transferred through these transactions, and an asset...more

CFPB Cracks Down on Major Debt Collection Companies for Due Diligence and Deceptive Practices Infractions

Last week the Consumer Finance Protection Bureau (CFPB) took action against the nation's two largest debt collection companies for lack of due diligence when buying portfolios of debt, and deceptive practices in collecting on...more

California Supreme Court: Insureds May Freely Transfer Insurance Rights

In 2003, the California Supreme Court ruled that a company’s contractual transfer of insurance rights to a subsequent purchaser was invalid, as it violated the policy condition against assignments without insurer consent....more

Asset Purchasers May Be Found Liable as “Successors”

Recent court decisions suggest that parties engaged in corporate asset sale transactions involving potential multiemployer pension plan liability should give extra consideration to the structure and terms of their...more

The Affordable Care Act’s Reporting Requirements for Carriers and Employers (Part 7 of 24): Mergers and Acquisitions

When it comes to mergers and acquisitions involving at least one applicable large employer (ALE), the substantive rules governing employer shared responsibility (under Internal Revenue Code § 4980H) and the corresponding...more

Is An Asset Purchaser Liable For Seller’s Withdrawal Liability?

Many asset buyers believe that, as long as they do not agree to ERISA Section 4204’s sale of assets exception to withdrawal liability, they will acquire the seller’s assets free and clear of any prior contribution history and...more

Wholesale Grocery Products Case Raises Questions About How and When to Apply Per Se Rule and Rule of Reason

The Supreme Court recently denied review in In re: Wholesale Grocery Products Antitrust Litigation, an action that came up from the District of Minnesota and the Eighth Circuit. Substantively, the case is a useful reminder...more

Privacy Policy Impacts RadioShack’s Sale of Customer Information

On April 10, 2015, RadioShack, and certain affiliated debtor entities, proposed a bankruptcy sale of certain assets, including Personally Identifiable Information (“PII”). Deposition testimony in the case revealed that, over...more

Epiq acquires Iris Data for $134 million

Epiq Systems Inc. recently announced that it has acquired Iris Data Services for $134 million. Epiq, which provides a range of services to the legal industry including data breach response, bankruptcy and class action and...more

Asset vs. Stock Purchase: Basic Asset Purchase Agreement Provisions

An asset purchase agreement ("APA") is the heart of an acquisition, the document where the terms of the deal are struck. The terms of an APA will impact, among other things, the actual cost to the buyer, the amount received...more

Chromcraft Revington, Inc. and Sport-Haley Holdings, Inc. file Chapter 11

On March 5, 2015, Chromcraft Revington, Inc.(“Chromcraft”) and Sport-Haley Holdings, Inc. (“Sport-Haley”) filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code....more

Stock and Asset Sales: Preliminary Agreements

Prior posts discussed the basic advantages and disadvantages of structuring a sale of a business as a stock sale or an asset sale, as well as the initial considerations in agreeing to structure a sale as an asset purchase. ...more

Bankruptcy Sales: It Is A Good Idea To Confirm You Are Acquiring Everything You Need Before You Close

Agri Star Meat & Poultry, LLC v. Nevel Properties Corp. (In re Nevel Properties Corp.), 765 F.3d 846 (8th Cir. 2014) – The purchaser of assets from one bankruptcy debtor objected to the plan of reorganization filed by...more

The Product Line Exception to Successor Liability Rules in the United States

In the United States, the general rule is that the purchaser of a business by way of an asset purchase is only responsible for those liabilities that it expressly or impliedly assumes from the seller. However, Canadian...more

Asset Purchase: Initial Considerations

A recent post discussed a few generalities on stock purchases and asset purchases. In a basic sense, the characteristics of a stock purchase and of an asset purchase will guide the parties in the earliest stages of...more

Insolvency in the Fashion Retail Sector: Understanding and managing the risks of an insolvent acquisition

Opportunity Arises Out of Adversity - The recent global financial crisis has seen consumers tighten their belts and the retail industry as a whole has faced increasing pressure. Profits warnings have peppered the...more

Beyond Truth, and Toward Repose: Price Increases Following “Merger to Monopoly” Do Not Rekindle Statute of Limitations

Z Technologies Corp. v. Lubrizol Corp., No. 2:12-cv-12206 (6th Cir., May 23, 2014). In February, 2007, Lubrizol Corporation made a “merger to monopoly” acquisition of the assets of a competitor. The acquisition...more

Letter of Intent: Gateway to a Deal

Your time is valuable. So is the business that you are thinking about selling or the business you intend to acquire. You may also be thinking that before running up professional advisor costs, your business folks should...more

Analysis of Recent Trends in Warranty Insurance in Private Equity M&A Transactions

Although Warranty Insurance in M&A transactions was a novelty product five to ten years ago, Warranty Insurance has now become an industry standard in Europe, largely thanks to its wide use by private equity firms who have...more

What are the 3 most common mistakes made when acquiring a Chinese company?

chinesI am looking to buy a Chinese company. There is so much advice out there; so many checklists and warnings highlight the particular sensitivity of due diligence in China. What are the key areas that I should really...more

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