Successor liability is a powerful collection tool for multiemployer plans under ERISA. It most commonly arises in the context of asset sales (although it is not limited to that situation)....more
It is not often that we examine a case involving the doctrine of champerty. The last time we did so was on March 8, 2023 (here). We also examined the champerty doctrine in 2021 (here), 2020 (here), and 2016 (here)....more
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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 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
Here are two things you need to know when purchasing oil and gas assets from distressed companies...more
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
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