In This Issue: - Taxpayer Relief Act of 2012 - Tax Planning for the “New Normal” - HIPAA: Not Just for Health Care - ADA Requirements for Pools - Impact of Dodd-Frank Swap Regulations on Loan Documents -...more
When a purchaser acquires substantially all the assets of a seller, the purchase agreement typically provides that the purchaser does not assume seller’s liabilities except to the limited extent specifically set forth...more
When acquiring a health care company doing business abroad, there is no such thing as being too thorough with anti-corruption due diligence. The Department of Justice and the Securities and Exchange Commission have the...more
Businesses often acquire other businesses through an asset purchase, rather than a stock purchase, so that the buyer does not inherit the liabilities of the seller. Not all business owners realize that federal labor law...more
One of the benefits to structuring an acquisition as an asset deal is that the buyer has the ability to choose the liabilities that it will assume and the liabilities that will remain with the seller, including contingent...more
In Teed v. Thomas & Betts Power Solutions, LLC, the 7th Circuit in an opinion written by Judge Posner held that, absent a good reason to withhold liability, a purchaser of assets was subject to successor liability for Fair...more
In a case which is sure to complicate the sale of companies (or discrete divisions thereof) and have widespread influence in other Circuits, the Seventh Circuit recently held that a company which acquired the assets (not...more
Some bargains are not as they seem. An asset-acquiring Company discovered this the hard way in Teed v. Thomas & Betts Power Solutions. In the case, at an auction, Thomas & Betts purchased the assets of a company in...more
A new federal appeals court ruling on March 26, 2013, shows the old warning "buyer beware" applies not just to used cars but also to companies....more
Purchasing company is found to be subject to successor liability for federal employment-related claims, even where it explicitly disclaimed such liability in the transfer of assets....more
The U.S. Court of Appeals for the Seventh Circuit became the second federal appellate court to extend successor liability under the FLSA to an asset purchaser. In Teed et al, v. Thomas & Betts Power Solutions, LLC, the...more
In This Issue: - FCPA Due Diligence is Critical to Avoid Successor Liability in Cross-Border Transactions - China’s Merger Control Rules...more
In some jurisdictions, an environmental claim under a liability policy with a “sudden and accidental” pollution exclusion has the same prospect of success as a due process claim under the strict scrutiny standard — strict in...more
Introduction: Allocation of antitrust risk is an issue that frequently arises between parties in mergers or acquisitions that raise potential antitrust concerns. • Motivations of the buyer and the seller are the...more
In This Issue: - March 9, 2012: Publication of Dynegy Examiner’s Report - March 29, 2012: SDNY Rules That 363 Sales May Not Be Free and Clear of Future Claims - May 15, 2102: Eleventh Circuit Rules in...more
The FCPA Guidance contains good news and bad news. When I ask one of my kids which they want to hear first … they inevitably choose bad news first. With that in mind, the FCPA Guidance includes relatively bad news on...more
As most employers know, laws are filled with little surprises for the unwary. As part of our regular employment department meetings, we read and summarize recent court opinions and new legislation to ensure that our clients...more
JD Supra gets your content noticed, increases your visibility and makes your marketing efforts hassle free...
Learn More or Schedule a demo
