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Purchase Agreement Successor Liability

Allen Matkins

Theories Of Successor Liability When Incorporating An Existing Business

Allen Matkins on

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

Farrell Fritz, P.C.

Court Finds Buyer Not Liable for Seller Under Successor Liability Theory

Farrell Fritz, P.C. on

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

Allen Matkins

Buying Assets Of A California Employer? You May Be Required To Withhold Seller's Unpaid California Employer Contributions

Allen Matkins on

Yesterday, John Jenkins wrote in DealLawyers.com about successor liability in asset purchase transactions. Many practitioners may be unfamiliar with potential successor liability under California's Unemployment Insurance...more

Bricker Graydon LLP

Sixth Circuit extends pension liability to asset purchaser’s family trust

Bricker Graydon LLP on

The Sixth U.S. Circuit Court of Appeals (Ohio, Kentucky, Tennessee and Michigan) recently expanded successor liability for an underfunded pension plan to an asset purchaser holding common control over assets purchased from...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

Ninth Circuit’s Expansion of Successor Liability May Make Asset Purchases More Costly

On June 1, 2018, the U.S. Court of Appeals for the Ninth Circuit ruled that an asset purchaser that was deemed a successor was liable to pay the seller’s withdrawal liability even though the purchaser did not have actual...more

Fox Rothschild LLP

Successor Liability? Double-Check Those Assets!

Fox Rothschild LLP on

The intersection of franchise law and general corporate law is extensive. A recent decision in the Michigan Court of Appeals (Court) highlights the importance of thoroughly understanding and considering the ramifications of...more

Obermayer Rebmann Maxwell & Hippel LLP

FLSA Successor Liability - More Than You Bargained For

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

Williams Mullen

RCRA Corrective Action Liability: Can it be Imposed on a Company that Never Owned or Operated the Facility?

Williams Mullen on

The North Carolina Court of Appeals recently issued a ruling that will have a significant impact on business transactions involving property subject to a permit or corrective action obligations under the Resource Conservation...more

Franczek P.C.

Recent Seventh Circuit Decision Finds That Multiemployer Pension Withdrawal Liability Can Automatically Transfer to Asset...

Franczek P.C. on

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

Dechert LLP

Global Private Equity Newsletter - Fall 2015 Edition: Buyer Beware – Court Lowers Hurdle to Make Claim for Withdrawal Liability...

Dechert LLP on

In Tsareff v. ManWeb Services, Inc., the U.S. Court of Appeals for the Seventh Circuit held that an asset purchaser’s pre-closing knowledge of a seller’s potential multiemployer plan withdrawal liability could be sufficient...more

Stinson - Benefits Notes Blog

More Withdrawal Liability for Unsuspecting Business Owners

I recently blogged about a Seventh Circuit Court of Appeals decision that tagged a buyer of the assets of a company contributing to a multiemployer plan with withdrawal liability that the seller had not paid. A recent Ninth...more

K&L Gates LLP

Purchase Price Adjustments in an M&A Transaction

K&L Gates LLP on

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

Shumaker, Loop & Kendrick, LLP

Insights - Spring 2013: Developing Federal Common Law of Successor Liability

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

Orrick, Herrington & Sutcliffe LLP

Antimonopoly Law Considerations and Risk Management in Connection with M&A Transactions - Assessing Competition Risks in...

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

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