Sale of Assets

News & Analysis as of

Transfer of Operatorship of Oil and Gas Assets Upon Insolvency

Operating agreements for oil and gas assets typically contemplate the immediate replacement of the operator by another working interest owner in the event of the operator’s insolvency. However, these provisions often become...more

Sports Authority sells it customer database to Dick’s Sporting Goods for $15 million

Sports Authority, Inc. (“Sports Authority”) advertisements have been everywhere lately –‘everything must go!’ But does this include their customers’ personal information, too? Because Sports Authority has filed for Chapter 11...more

(Silicon Valley – Season 3 Finale)

Summarizing the week Jared writes, “Lewis Carroll famously said, ‘Begin at the beginning, go on to the end, and then stop.’ But that is hard advice to follow when one’s head is spinning…” It would have been just as apt if...more

Significant developments in Canadian energy – for the month of June 2016

June 22, 2016 – In response to the Redwater decision (discussed below) and pending the outcome of an appeal, the Alberta Energy Regulator (AER) implemented interim changes to its regulatory measures “to minimize risks to...more

Your daily dose of financial news - The Brief – 6.30.16

US banks made a strong showing in part 2 of the latest round of the Fed’s stress tests. Only Morgan Stanley didn’t pass unconditionally (concerns over the company’s “internal controls and processes” tripped it up), while the...more

Alternatives to Bankruptcy from Bankruptcy Law Specialist Christy Myatt

The general notion behind receiverships is to preserve property pending the outcome of a case, or the foreclosure of real property or such other time as the Court deems a Receiver is not required....more

Bulletin 2016-16: Alberta Energy Regulator Releases New Requirements in Wake of Redwater Decision

Industry and the public may face significantly higher costs as a result of the much anticipated decision of the Alberta Court of Queen’s Bench in Redwater Energy Corporation (Re), 2016 ABQB 278, issued on May 19, 2016. The...more

Significant developments in Canadian energy – for the month of May 2016

Conventional - May 3 – Freehold Royalties Ltd. entered into an agreement with Husky Energy Inc. to acquire royalty production and lands for an aggregate purchase price of $165 million. The transaction closed on May 25,...more

What Is The Purpose?

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

7 things you should know about the new Missouri Commercial Receivership Act

On May 10, 2016, the Missouri General Assembly passed the Missouri Commercial Receivership Act (MCRA), providing for significant changes to Missouri’s law on receiverships. Assuming that Governor Nixon signs the bill (which...more

Significant Developments in Canadian Energy – For the month of April 2016

Conventional - April 21, 2016 – The Alberta government announced the technical formulas that will be used to calculate royalties and payout cost allowances on oil, natural gas, propane and butane starting in 2017....more

MIDCO Transactions and the Expanding Universe of Transferee Liability

On April 20, 2016, partner Lawrence Hill (New York-Tax) presented a paper (co-authored with counsel Richard Nessler (New York-Tax)) titled “MIDCO Transactions and the Expanding Universe of Transferee Liability” to The Tax...more

Strategic Considerations for Bridging the Bid-Ask Spread in Upstream M&A During Oil Price Volatility

Oil prices fell on Monday after producers failed to reach agreement on a production cap that would have contracted supply. West Texas Intermediate (WTI) dropped almost 7 percent in early trading, and, although it pared back...more

Significant developments in Canadian energy – for the month of March 2016

Conventional - March 9, 2016 – Encana Corporation is exploring the sale of more non-core assets in the United States and Canada that could net proceeds of approximately $1 billion. Encana is open to offers on all of...more

Asset Sale Transactions – Shareholder Approval Requirements

Canadian corporate statutes require approval by a special majority of shareholders (two-thirds) of the “sale, lease or exchange of all or substantially all of the property of a corporation other than in the ordinary course of...more

Considering an Asset Sale Transaction? Be Aware of Shareholder Approval Requirements

In the current economic climate, many companies are seeking alternative means of accessing capital for their businesses, including by selling assets when other means of financing may not be available. When considering an...more

Treatment of senior unsecured debt in European leveraged finance transactions: Court of Appeal confirms no duty to unsecured third...

In its recent judgment in PK Airfinance Sarl v Alpstream AG, the Court of Appeal has reaffirmed the existing rule that a security holder upon a distressed sale of security assets does not owe a duty under English law to...more

Court Rejects Private Equity Group’s Claims on Put Price in LLC Agreement

The Delaware Court of Chancery recently explained the calculation of a put price for units in PECO Logistics, LLC v. Walnut Investment Partners, L.P. The LLC Agreement provided as following methodology for calculating...more

Kentucky Mines To Be Sold As Part Of Bankruptcy Proceedings

Bankruptcy often has a significant impact on the way a business operates. This makes sense, given that businesses going through the bankruptcy process have to figure out a way to make themselves viable after the process is...more

Are Orders Approving a Receiver’s Sale Appealable in State Court?

QUESTION: The last Ask the Receiver article discussed whether, in federal court, an order approving a receiver’s sale of assets is appealable. While the discussion was interesting, it was not too helpful to me because I am a...more

Fuhu, Inc. Files Chapter 11 As Part Of Proposed Sale to Mattel

Fuhu, Inc. has filed a Chapter 11 petition in Delaware in order to facilitate as sale of the company to Mattel, according to a statement listed on its website. The case is docketed in the United States Bankruptcy Court for...more

Can The Defendant Set Aside A Sale Of Receivership Assets To A Buyer?

QUESTION: I purchased assets from a receiver. The court approved the sale over the objection of one of the defendants. The sale has now closed. I was just informed that the defendant is appealing the order approving the sale....more

New Delaware Chapter 11 Filing – Parallel Energy LP

Parallel Energy LP, an oil and natural gas developer in Texas and Oklahoma (TSX: PLT.UN), and one affiliate have filed chapter 11 petitions before the United States Bankruptcy Court for the District of Delaware (Lead Case No....more

In RE ICL Holding Co.: Roadmap For Avoiding The Absolute Priority Rule

In In re ICL Holding Co.,1 the United States Court of Appeals for the Third Circuit a_rmed the bankruptcy court’s approval under 11 U.S.C.A. § 363(b) of the sale of all of the debtors’ assets to the secured lender group and...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

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