Whether you are involved as the purchaser or seller in an M&A transaction, you should be aware of events that may trigger adjustments to the purchase price.
WORKING CAPITAL ADJUSTMENTS -
In a stock transaction,...more
SC18819 - Single Source, Inc. v. Central Regional Tourism District, Inc. -
As a precursor to the July 4th holiday and the resultant influx of tourists to Connecticut's attractions, the Connecticut Supreme Court through...more
Depending on your point of view, corporate successor liability is either the bane of a company that buys assets or a strong protection for a creditor fighting fraud.
Ordinarily, a business that buys the assets of...more
In Thompson v. Real Estate Mortgage Network, 748 F.3d 142 (2014), the Court of Appeals for the Third Circuit determined, in a case of first impression, that a new employer may be held accountable for its predecessor’s wage...more
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
In the current economic climate, the appetite of purchasing parties to take on risk in an M&A transaction has greatly decreased. At the same time, sellers remain under intense pressure to contain outstanding liabilities, and...more
In another move to increase its relevancy and efficacy in the workplace, the National Labor Relations Board has indicated that it intends to focus on seeking injunctions in successor cases.
Section 10(j) of the...more
SC18961 - Robbins v. Physicians for Women's Health, LLC -
The plaintiff filed this medical malpractice against a hospital, the doctor, the midwife, and the company (“PWH”) that bought the assets of the hospital after...more
In a world of continuous innovation, it is an understatement that to varying degrees the law lags behind the times. But even measured by the glacial pace of judicial and statutory change, the notion of a corporate “seal” –...more
Recently, my colleague Lindsey Marcus guest authored a post on yet another successor liability case, this time out of the Third Circuit. Her post reminded me of another case in the Seventh Circuit from 2013, and a larger...more
In a novel decision, the United States Court of Appeals for the Third Circuit held, in its ruling In re Emoral, Inc., 740 F.3d 875 (3d Cir. 2014), that personal injury claims of individuals allegedly harmed by a bankrupt...more
In Thompson v. Real Estate Mortgage Network, No. 12-3228 (3d. Cir. Apr. 3, 2014), the Third Circuit Court of Appeals recently found a successor employer potentially responsible for Fair Labor Standards Act (FLSA) violations...more
In reading about Ron Francis’ promotion to general manager of the Carolina Hurricanes, one paragraph stood out to me...
...Many business owners think succession planning is all financial, but there are significant...more
Successor liability is often a concern for the acquirer when purchasing substantially all of a seller’s assets. While this risk is well known, the circumstances under which an acquirer will be found liable under the theory...more
The Third Circuit Court of Appeals, which covers Pennsylvania, New Jersey, Delaware, and the U.S. Virgin Islands, recently became the third appellate court to adopt the federal common law standard for successor liability in a...more
Federal courts continue to embrace a broad view in evaluating the question of whether federal Fair Labor Standards Act liability may be imposed upon a successor company in particular situations.
The Third Circuit Court of Appeals recently held for the first time that a predecessor’s wage-and-hour violations under the Fair Labor Standards Act (FLSA) can result in liability for a successor employer. The Third Circuit’s...more
A recent federal appeals court decision suggests that businesses looking at potential acquisitions or mergers have yet another, relatively new concern to their due diligence list when examining the target business: an...more
The Third Circuit Court of Appeals recently held that an employer can be liable for its predecessor’s violations of the Fair Labor Standards Act. Thompson v. Real Estate Mortgage Network, No. 12-3828 (3d Cir. Apr. 4, 2014)....more
In a recently decided case, Thompson v. Real Estate Mortgage Network, Case No. 12-3828 (3d Cir. Apr. 3, 2014), the Third Circuit Court of Appeals determined for the first time that a successor-employer may be held financially...more
As in any business acquisition, purchasers in the long term care industry can encounter potential liability due to employment claims, seller violations of representations and warranties under the purchase agreement, tort...more
The buyer of an existing business must determine whether to purchase the stock of the business entity or to purchase the assets of the business. The factors to consider include both non-tax and tax-related advantages of each...more
Non-operators have had a lot in common with Br’er Rabbit ever since 2006, when the Texas Supreme Court surprised the industry in Seagull Energy E & P, Inc. v. Eland Energy, Inc. Their tar baby is the ruling that, absent a...more
On July 8, 2013, in United States v. Midwest Generation, et. al, the U.S. Court of Appeals for the Seventh Circuit ruled that the failure to obtain a prevention of significant deterioration (PSD) construction permit under the...more
Quinn Emanuel recently secured landmark rulings for its client MBIA Insurance Corporation (“MBIA”) in three major decisions in MBIA’s long-running lawsuit against Countrywide Home Loans, Inc. (“Countrywide”), various...more
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