Successor Liability

News & Analysis as of

Watch out for Fraud in Family-Business Purchase Agreements

In business purchase agreements, including agreements between family members, the seller often retains pre-sale liabilities, such as tax liabilities, while the buyer assumes post-closing liabilities related to the business’...more

FCPA: 2016 in Review Webinar

Enforcement of the Foreign Corrupt Practices Act (FCPA) remained a high priority for the Department of Justice and the Securities and Exchange Commission in 2016, resulting in more than 50 combined enforcement actions, record...more

Debt Dialogue: January 2017

This month’s issue of Debt Dialogue address handover of records to a substitute collateral manager (in the Tilton litigation), the EU bail-in rules, the interplay of Section 3(c)(7) of the Investment Company Act and rights of...more

Fourth Circuit Holds that the False Claims Act Does Not Expand Common Law Corporate Successor Liability

In United States ex rel. Bunk v. Gov’t Logistics N.V., 2016 U.S. App. LEXIS 20481, 842 F.3d 261 (4th Cir. 2016), the Fourth Circuit addressed a successor corporation’s liability for a predecessor corporation’s liabilities...more

Second Circuit Reverses Marblegate Decision

Trust Indenture Act Section 316(b) Limited to Actual Amendments to An Indenture’s Core Terms - Seyfarth Synopsis: On January 17, 2017, in a 2-1 decision in Marblegate Asset Management, LLC v. Education Management Finance...more

What is the Price for Failing to Voluntarily Disclose an FCPA Violation? – A Curious Case Of Successor Liability

On January 6, 2017, the Securities and Enforcement Commission filed an Administrative Action announcing a settlement with two global agribusiness companies. The Order is brief and short on facts. ...more

False Claims Act: 2016 Year in Review

We are pleased to present Bradley’s annual review of significant False Claims Act (FCA) cases, developments, and trends. From a relatively short article several years ago, the Review has grown to a significant publication...more

In Real Life the Bad Guy Sometimes Gets Away: Adding Judgment Debtors to a Judgment

As most litigators will tell you a plaintiff in a civil lawsuit needs to be able to prove both liability and damages to win a case. That is, you need to show both that the defendant is liable under the law and that you have...more

Merger does not invalidate noncompete, nonsolicitation covenants

When corporate mergers and acquisitions take place, the parties frequently ask, “What is the effect on the acquired company’s contracts?” That was the issue in a case involving noncompetition and nonsolicitation covenants in...more

[Webinar] OSHA Issues During Acquisitions and Divestitures - November 8th, 1:00p.m. EST

OSHA compliance issues have been long ignored in the due diligence process for mergers, acquisitions and divestitures. With OSHA’s new focus on follow-up inspections and Repeat citations, and expanding the concept of...more

[Webinar] Hotel Liquor Licensing - September 27th, 10:00am PST

Join DWT Partner Matt LeMaster and Associate Jeff Giametta for this webinar where they will provide practical advice for dealing with the ins and outs of retail and hotel liquor licensing, including acquisition diligence,...more

[Webinar] 28th Annual Employee Benefits Seminar - September 21st, 8:20am Central / 9:20am Eastern

Program Highlights Please join the Locke Lord Employee Benefits and Executive Compensation Group for our 28th annual employee benefits seminar via webinar.  Our attorneys will provide an overview of current developments...more

Selling Your Business? 5 Steps To Maximize Your Return

When a business owner makes the decision to sell a company, numerous factors can affect the price a buyer is willing to pay. Even relatively small oversights raise the prospect that a business owner will leave money on the...more

Case Note: The Underfunded Union Pension Plan and Asset Purchase Agreements

In a decision handed down by the Seventh Circuit on June 24, 2016, the court warned that a lack of familiarity with the concept of withdrawal liability cannot be used by a buyer of business assets as an excuse to avoid...more

Second Circuit Raises a Caution Flag for Sales Free-and-Clear of Claims

The power of a bankruptcy court to authorize the sale of assets “free-and-clear” of liens and any other interests is a powerful tool that is used to realize value from distressed businesses. Indeed, purchasers will...more

Environmental Liabilities in Oil & Gas Sales Under Bankruptcy Code Section 363

Since the beginning of 2015, at least 77 companies in the oil and gas industry have sought bankruptcy relief in the United States. The flow of oil and gas company bankruptcies shows no sign of slowing down and, based on the...more

Eighth Circuit Finds Non-Competition Agreements Assignable to Successor Employer in Asset Purchase Without Employees' Consent

The United States Court of Appeals for the Eighth Circuit recently held that a successor employer, who was assigned non-competition agreements as part of an asset purchase, could seek to enforce the non-competition agreements...more

Buyer Beware: South Carolina Unemployment Insurance Taxes

Many businesses are purchased in South Carolina every year. Many of these same businesses, however, have high worker unemployment claims, and are paying high South Carolina Unemployment Insurance taxes to the state to fund...more

Employment Law Issues in Mergers and Acquisitions

Last week, Microsoft announced its purchase of LinkedIn for $26.2 billion. This acquisition is interesting for a number of reasons, and is very likely to affect the future of professional social networking. It also got us...more

Purchasing a Corporation in Maryland? “Mere Continuation” Rule Just Became Clearer

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

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

The flight of the operators: Resignation provisions under joint operating agreements

“The Devil is in the details, but so is salvation” - So said Admiral Hyman G Rickover, regarded as the father of the United States’ nuclear powered navy. It is with similar sentiments that both operators and non-operators in...more

Borrower Out of Business? Using the Internet to Identify Successor Liability

You open the paper to discover that a “new business”- NewCo has opened at the same location as a current borrower (OldCo). Upon further investigation, you drive by the former business location of OldCo and there is different...more

Employment Law This Week: Sexual Orientation Discrimination Suits, Tip Pooling, Successor Liability, Trade Secrets, Workplace... [Video]

We invite you to view Employment Law This Week - a weekly rundown of the latest news in the field, brought to you by Epstein Becker Green. We look at the latest trends, important court decisions, and new developments that...more

Ninth Circuit Joins Seventh Circuit in Holding That Successor May Be Liable for Predecessor’s Withdrawal Liability

In Resilient Floor Covering Pension Trust Fund Board of Trustees v. Michael’s Floor Covering, Inc., 801 F.3d 1079 (9th Cir. Sept. 11, 2015), the U.S. Court of Appeals for the Ninth Circuit joined the Seventh Circuit in...more

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