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
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
When buying a business, purchasers must take into consideration the possibility of “successor liability” – that is, the buyer’s assumption of the seller’s liabilities and prior conduct upon purchasing a corporation....more
A business swoops in and buys substantially all of the assets of a competitor in distress, but first does its due diligence and discovers the skeletons in the closet. The purchaser expressly does not assume the competitor’s...more
Before a major financing transaction or the sale of a company, the investor or buyer will want to see most of the company’s legal and financial documents. This is called “due diligence.” If I asked you to share with me all of...more
A common method for business expansion is for one company to acquire another company’s operations and then merge the operations into the acquiring company. However, even when care is taken to structure such acquisitions to...more
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
In a recent decision that has important implications for purchasers of assets that come with a multiemployer union pension plan, the U.S. Court of Appeals for the Seventh Circuit held in Tsareff v. ManWeb Services, Inc., 794...more
Last week the Consumer Finance Protection Bureau (CFPB) took action against the nation's two largest debt collection companies for lack of due diligence when buying portfolios of debt, and deceptive practices in collecting on...more
Buying an existing business can be exhilarating and frightening all at once. It is important to find out as much about the business, its operations and finances as possible before purchase. Typical asset purchase agreements...more