News & Analysis as of

Asset Purchaser

Sixth Circuit Rejects Per Se Rule Automatically Mooting Sale Appeals in the Absence of a Stay

by Jones Day on

Debtors beware: The Sixth Circuit Court of Appeals has recently expanded the ability of parties to appeal a bankruptcy court's approval of a sale of assets notwithstanding the statutory mootness rule set forth in section...more

LLC Membership Interest Purchase Treated As Asset Purchase

by Dickinson Wright on

A buyer of a business often will prefer to purchase assets rather than equity interests in order to, among other things, obtain a step-up in the tax basis of the assets of the business equal to its purchase price. The buyer...more

A Full Menu of Potential Legal Issues for Hospitality Owner/Operators

by Epstein Becker & Green on

Legal compliance is a challenging endeavor, especially in the hospitality industry, where owner/operators must focus on meeting their business objectives, staying competitive, and growing in their respective markets. In...more

Purchaser of Assets in North Carolina Should Not Rely on Assign Ability of Seller's Non-Compete Agreements

We regularly field questions from companies in the process of an asset purchase, asking whether they can obtain an assignment of the seller’s non-competition agreements with its employees. While this question has never been...more

5 tips for environmental due diligence in business transactions

by Thompson Coburn LLP on

Virtually all business transactions involve some level of environmental risk. The key is to identify all of the potential risks and collect sufficient information about them early in the due diligence period of a transaction....more

Blog: Selling Your Company: Merger vs. Stock Sale vs. Asset Sale

by Cooley LLP on

When deciding to sell your company, and taking some of the initial steps towards that goal (including Getting Ready for an M&A exit and Negotiating a Term Sheet), an important step will be determining the structure of the...more

Texas Appellate Court Holds Condition Subsequent in Noncompete Agreement Excused Former Employee’s Competitive Activities

by Seyfarth Shaw LLP on

A Texas Court of Appeals affirmed a summary judgment last month in favor of an ex-employee declaring that a noncompete clause in an asset purchase agreement and separate noncompete agreement did not bar him from competing...more

Winners and Losers: They Call Alabama the Crimson Tide, Call Me Deacon Blues

In Bankruptcy Code Section 363 sales of assets, there are winners and losers. Chapter 11 is known as a forum for reorganizing or selling a ?nancially distressed business. If a Chapter 11 reorganization is not possible, a...more

Spruce Up Survives, But a Successor's First Communication to a Predecessor's Employees is More Critical Than Ever

by Littler on

In Paragon Systems, Inc., 364 NLRB No. 75 (2016), the National Labor Relations Board declined the General Counsel’s request to overturn its 42-year-old decision in Spruce Up Corp., 209 NLRB 194, 195 (1974), enfd. per curiam...more

Eighth Circuit Holds Asset Purchaser Liable for Failure to Provide WARN Notice to Seller's Employees

In a typical corporate transaction, the parties structure the deal as an asset purchase, whereby the buyer purchases essentially all of the company’s property, equipment, goodwill, customer lists, etc. If the asset purchase...more

Case Note: The Underfunded Union Pension Plan and Asset Purchase Agreements

by Jackson Walker on

In a decision handed down by the Seventh Circuit on June 24, 2016, the court warned that a lack of familiarity with the concept of withdrawal liability cannot be used by a buyer of business assets as an excuse to avoid...more

The potential class action: British Columbia Supreme Court keeps door open to certification of wrongful dismissal claim

by DLA Piper on

In Tonn v Sears Canada Inc.1 the British Columbia Supreme Court rejected a plaintiff’s attempt to certify a class action for wrongful dismissal under the Class Proceedings Act2 (“CPA”). However, this was not the end of the...more

New York and North Carolina Take a Narrow Approach to Common Interest Doctrine

by Hinshaw & Culbertson LLP on

Brief Summary - The "common interest doctrine" generally protects attorney-client communications, even if such communications are disclosed to a third party, as long as the third party shares a common legal interest with...more

"Amendments to Delaware General Corporation Law Signed Into Law"

On June 16, 2016, Delaware Gov. Jack Markell signed into law amendments to the Delaware General Corporation Law (DGCL) described in our March 16, 2016, client alert. Among the amendments are changes to Section 262 to impose...more

Bring Out the Body Bags: Seller’s Covenant, In Asset Sales Agreement, Not To Compete Within 150 Miles For 10 Years Unenforceable

by Seyfarth Shaw LLP on

Palmetto bought the assets of Knight Systems’ mortuary transport business. The agreement of purchase and sale included (a) Palmetto’s commitment to buy body bags, at specified discounted prices, exclusively from Knight...more

New York Enforcement Update

by King & Spalding on

New York has long been a critical enforcement venue for parties holding unsatisfied arbitral awards and/or judgments. New York is the financial capital of the United States, and that reality, coupled with the state’s expert...more

Purchasing a Corporation in Maryland? “Mere Continuation” Rule Just Became Clearer

by Pessin Katz Law, P.A. on

The Maryland Court of Appeals (the “Court”), the state’s highest court, in Phillip Martin, v. TWP Enterprises Inc. (No. 1855, Sept. Term, 2014, decided Feb. 24, 2016, Leahy, J.) addressed what it identified as the third...more

Ninth Circuit Denies Medicare Payments in Assets-Only Purchase Without Assignment of Provider Agreement

by King & Spalding on

On April 11, 2016, the Ninth Circuit Court of Appeals ruled that a hospital was not entitled to Medicare payments in an assets-only purchase until the Buyer enrolled in the Medicare program because it did not accept the...more

North Carolina Courts Are Forbidden To “Blue Pencil” An Unenforceable Non-Compete

by Seyfarth Shaw LLP on

Reversing a 2-1 decision of the North Carolina Court of Appeals, the state’s Supreme Court held unanimously that an assets purchase-and-sale contract containing an unreasonable territorial non-competition restriction is...more

Ninth Circuit Joins Seventh Circuit in Holding That Successor May Be Liable for Predecessor’s Withdrawal Liability

by Epstein Becker & Green on

In Resilient Floor Covering Pension Trust Fund Board of Trustees v. Michael’s Floor Covering, Inc., 801 F.3d 1079 (9th Cir. Sept. 11, 2015), the U.S. Court of Appeals for the Ninth Circuit joined the Seventh Circuit in...more

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

by McGuireWoods LLP on

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...

by Franczek Radelet P.C. on

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...

by Dechert LLP on

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

by Seyfarth Shaw LLP on

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

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