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Asset Purchaser

Troutman Pepper

What Is a Stalking Horse Bidder in a Section 363 Sale and Why Might I Want to Be One?

Troutman Pepper on

Serving as the stalking horse bidder in a Section 363 sale can provide a buyer with financial and legal protections, as well as better position the buyer to ultimately acquire the debtor’s assets. This article addresses the...more

Allen & Overy LLP

SEC charges Impact Theory for unregistered offering of NFTs

Allen & Overy LLP on

On August 28, 2023, the Securities and Exchange Commission (the “SEC”) charged Impact Theory, LLC (“Impact Theory”), a media and entertainment company headquartered in Los Angeles, with conducting an unregistered securities...more

SECIL Law

Deconstructing The SEC’S Cryptocurrency Suppression Program - Part 6: Why Cryptocurrency Companies Are Unable To Comply With...

SECIL Law on

INTRODUCTION- This article is the sixth in a series that explains how the SEC has structured a campaign to suppress and eradicate cryptocurrency and digital tokens, why the SEC lacks jurisdiction over creators of...more

Levenfeld Pearlstein, LLC

Decision regarding Sears’ Retail Space in Mall of America Bankruptcy: Section 363(m) Is Not a Jurisdictional Statute

Section 363(m) of the Bankruptcy Code is one of the most important and well-known statutes to bankruptcy practitioners. This section of the Bankruptcy Code protects a good faith asset purchaser who purchases assets from a...more

Dinsmore & Shohl LLP

TPA Tricks of the Trade: A Lawyer’s Perspective

Dinsmore & Shohl LLP on

Borrowers who go through the process of obtaining an FHA-insured multifamily loan generally come to the same conclusion: the juice is worth the squeeze.  At the end of the day, they get to enjoy a unique blend of benefits (35...more

Bracewell LLP

Subrogation Shutdown: Texas Southern District Court Upholds Exercise of Bankruptcy Code Provisions to Strip Subrogation Rights...

Bracewell LLP on

In a decision that once again evidences the Fifth Circuit’s strong stance on the finality of asset sales in bankruptcy absent a stay of the applicable order, on March 8, 2023 the United States District Court for the Southern...more

Patton Sullivan Brodehl LLP

Sometimes Real Property Rights Can be Adjudicated in a Criminal Case Where the Property Owner is Not Even a Party

Owners of real property generally understand that their property rights can be impacted by litigation in which they are a party. However, what’s less clear, but perhaps equally important to understand and guard against, is...more

Littler

Second Circuit Finds No Successor Liability for ERISA Withdrawal Where Employer Did Not Acquire Unionized Facility or Employees

Littler on

On January 27, 2022, in New York State Teamsters Conference Pension and Retirement Fund v. C&S Wholesale Grocers, Inc., the Second Circuit joined the Third, Seventh, and Ninth Circuits in applying the doctrine of successor...more

Jones Day

The Eleventh Circuit Revisits the Doctrine of Statutory Mootness in Bankruptcy Sales

Jones Day on

The finality of sales of assets in bankruptcy is an indispensable feature of U.S. bankruptcy law, designed to maximize the value of a bankruptcy estate as expeditiously as possible for the benefit of all stakeholders....more

BCLP

The bankruptcy Pegasus: stalking horse agreements in aviation

BCLP on

The bankruptcy Pegasus: stalking horse agreements in aviation - The Covid-19 pandemic has had a significant impact on the aviation industry, with regular international travel being halted for prolonged periods since March...more

Barnea Jaffa Lande & Co.

A Share Deal or An Asset Deal in Israeli Mergers & Acquisitions?

You have identified an Israeli target company to purchase. Now the question is – how to structure the acquisition? There are two traditional routes in Israeli private M&A transactions. The first is to purchase the shares of...more

Dechert LLP

Buyer Beware: The Federal Common Law of Successor Liability Can Create Unexpected Liability

Dechert LLP on

Key Takeaways: The Third, Sixth, Seventh, and Ninth Circuit Courts of Appeals have recognized the doctrine of federal common law successor liability for claims brought under certain federal labor and employment statutes,...more

Jackson Lewis P.C.

Successor Liability Claims Found Insufficient To Establish Federal Question Jurisdiction

Jackson Lewis P.C. on

As a general rule, an asset purchaser does not assume the seller’s liabilities, including its ERISA obligations. Courts, however, have formulated an exception to this general rule via the doctrine of successor liability. ...more

Dorsey & Whitney LLP

Weinstein Case Demonstrates Difficulties in Following Complex Bankruptcy Sales

Dorsey & Whitney LLP on

Everyone is likely familiar with the chapter 11 bankruptcy of The Weinstein Company (“TWC“), an former film and production studio that previously produced and distributed featured films and premium television content...more

Allen Matkins

Theories Of Successor Liability When Incorporating An Existing Business

Allen Matkins on

How Do I Hold You Liable?  Let Me Count The Ways . . . When the owner(s) incorporate an existing business, the corporation is not necessarily a tabula rasa with respect to the creditors of the business being...more

Arnall Golden Gregory LLP

Provider Relief Funding: Changes of Ownership and Successor Liability

The Provider Relief Funds (“Funds”) provided by the Department of Health & Human Services (“HHS”) through the CARES Act have been an assist to healthcare providers working to fight COVID-19 and keep patients, residents, and...more

Nutter McClennen & Fish LLP

E-Gaming Company FaZe Clan Subject to Potential Successor Liability  

In Crashfund LLC v. FaZe Clan, investors in Wanderset Inc. sued successor e-gaming company, FaZe Clan. Wanderset investors claimed that their agreements with Wanderset granted them conditional rights to obtain stock...more

Goulston & Storrs PC

Financial Statement Reps

Goulston & Storrs PC on

Market Trends: What You Need to Know - According to the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies, financial statement representations are universally required from sellers in...more

Littler

Ontario, Canada Court of Appeal Confirms Past Experience with Vendor in Asset Purchase Transaction a Factor in Calculating...

Littler on

The recent decision of the Ontario Court of Appeal in Manthadi v. ASCO Manufacturing, 2020 ONCA 485, analyzed the common law approach to the calculation of reasonable notice when a vendor terminates a worker’s employment in...more

Seyfarth Shaw LLP

Is a Purchase in Bankruptcy Really Free and Clear of Liability During COVID-19?

Seyfarth Shaw LLP on

Seyfarth Synopsis: In acquiring a company in bankruptcy, there is often a tendency to think this guarantees the purchaser will be “free and clear” of any liability (including so-called “successor liability”). This is not...more

Opportune LLP

2 Things You Need To Know When Purchasing Oil & Gas Assets From Distressed Companies

Opportune LLP on

Here are two things you need to know when purchasing oil and gas assets from distressed companies...more

Seyfarth Shaw LLP

Distressed Company M&A in the Time of COVID-19: Benefits and Risks of Section 363 Sales

Seyfarth Shaw LLP on

The COVID-19 pandemic and the drastic measures taken in an effort to mitigate its adverse impact have sent shock waves throughout the US and global financial systems. ...more

Fox Rothschild LLP

Asset Purchaser Defeats Successor Liability Claim For Unpaid Withdrawal Liability

Fox Rothschild LLP on

Over the past several years, there has been a significant increase in multiemployer pension funds relying upon the successor liability doctrine in seeking to recover unpaid withdrawal liability from asset purchasers. The...more

Farrell Fritz, P.C.

Court Finds Buyer Not Liable for Seller Under Successor Liability Theory

Farrell Fritz, P.C. on

When buying a business, purchasers must take into consideration the possibility of “successor liability” – that is, the buyer’s assumption of the seller’s liabilities and prior conduct upon purchasing a corporation....more

Patterson Belknap Webb & Tyler LLP

Commercial Division Allows Successor Liability Claims to Proceed on “Mere Continuation” Theory

A corporation that acquires the assets of another is generally not liable for the pre-existing liabilities of the acquired corporation. However, as the Commercial Division’s recent decision in 47 East 34th Street (NY), L.P....more

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JD Supra Privacy Policy

Updated: Dec 28, 2021:

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Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

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Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

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