News & Analysis as of

Successor Liability

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

DOJ Official Cites Old West ‘WANTED’ Posters in Announcement of New Whistleblower Monetary Awards Program

On March 7, 2024, Deputy Attorney General Lisa Monaco said that the U.S. Department of Justice (DOJ) will test out a program to pay whistleblowers if they provide information on serious financial crimes and foreign and...more

Proskauer Rose LLP

Del. Ruling Shows Tension Between 363 Sale And Labor Law

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Navigating the Bankruptcy Code can present many traps for unsuspecting debtors, creditors or asset buyers. The U.S. District Court for the District of Delaware recently reminded bankruptcy participants of an often overlooked...more

Proskauer Rose LLP

“Free and Clear” Collides with “Perfectly Clear”: Delaware District Court Imposes Successor Liability on Buyer in 363 Sale

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Navigating the Bankruptcy Code can present many traps for unsuspecting debtors, creditors, or asset buyers. The Delaware District Court recently reminded bankruptcy participants of an often overlooked pitfall involving the...more

Freeman Law

Texas Tax Roundup | September 2023 | Insurance, Data Processing, Video Games!

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Hi folks! Welcome back to the Texas Tax Roundup, September 2023 edition. We got some insurance services, data processing services, and amusement services (a pretty sales tax heavy last month). Let’s see what went down!...more

Integral Consulting Inc.

Successor Liability Involving Environmental Cleanup Costs

Integral Consulting Inc. on

What You Think Won’t Be an Issue Might Be – Don’t Wait to Assess Environmental Liabilities - Total commercial real estate transactions in 2022 were valued at approximately $1.14 billion. As events of environmental...more

Littler

New Jersey Adopts Changes Affecting Service Employees During Changes in Ownership

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Governor Philip D. Murphy recently signed Assembly Bill 4682 / Senate Bill 2389, establishing various employment protections for specific “service employees” during changes of ownership. This bill goes into effect on October...more

Goldberg Segalla

Appeals Court Affirms NYCAL Judge’s Denials of Motions to Dismiss on Successor Liability Grounds

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Court: Supreme Court of New York, Appellate Division, First Department - Defendant P.B. Heat previously moved to dismiss multiple complaints in New York City Asbestos Litigation (NYCAL) cases…...more

Husch Blackwell LLP

Indiana Legislation Impacts Mobile Workforces and Asset Acquisitions

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On May 4, 2023, Indiana Governor Eric Holcomb signed legislation (Laws 2023, SB419) that, among other tax changes, included provisions to exempt from income tax nonresidents receiving compensation for employment duties...more

DarrowEverett LLP

Don’t Let Bad Indemnity Provisions Become Your Environmental Disaster

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Successor liability is a phrase that corporate officers hope to never have to utter to their board of directors or shareholders. Unfortunately, it’s a common phrase in environmental litigation and a need-to-know concept in...more

Wiley Rein LLP

FCA Successor Liability: Taking Lessons From a Recently Unsealed Complaint

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When contemplating an acquisition, companies rely upon the due diligence process to discover the target’s potential liabilities, such as False Claims Act (FCA) liability, so they can proceed accordingly. This may involve...more

McGlinchey Stafford

Do I Have Standing in Florida State Court? Not So Fast.-McGlinchey Commercial Law Bulletin - January 20 2023

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Ohio- Liquidated Damages- Pacetti’s Apothecary v. Rebound Bracing & Pain Sol. Inc., 2d Dist. Greene, No. 2023-Ohio-93. In this appeal, the Second Appellate District affirmed the trial court’s decision finding that a late...more

Goldberg Segalla

Summary Judgment Not Warranted Where Issues of Material Fact Exist on Successor-Liability Issues

Goldberg Segalla on

Supreme Court of New York, County of Erie , August 25, 2022 - In this asbestos action, plaintiff Eric Cislo alleged take-home exposure to asbestos from his father’s work with Bison boilers from 1969 until the early...more

Arnall Golden Gregory LLP

Considerations for Incoming Operators of Senior Living Facilities to Mitigate Risks With Distressed Former Operators: A Case...

An incoming operator of a senior living facility should consider and mitigate risks of potential successor liability when agreeing to operate a new facility.1 This is particularly true when the former operator has filed for...more

FordHarrison

U.S. Department of Labor Issues Proposed Rule Prohibiting Displacement of Workers for Service Contract Act Jobs

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On July 14, 2022, the Department of Labor (DOL) published a Notice of Proposed Rulemaking (NPRM) which requires that non-displacement clauses be included in successor contracts for current contracts covered by the Service...more

Freeman Law

Successor Liability for Unpaid Taxes

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Generally, the purchaser of assets does not assume the liabilities of the seller.  Successor liability, however, is an exception to the general rule. Under the successor-liability doctrine, the IRS may seek to recover unpaid...more

Goldberg Segalla

Court Finds Plaintiff Properly Alleges Successor Liability to Survive Motion to Dismiss

Goldberg Segalla on

Supreme Court of New York, New York County, April 24, 2022 - The defendant, PB Heat LLC, filed a motion to dismiss the plaintiff’s complaint and a motion to impose sanctions. The plaintiff filed suit against PB Heat...more

Freeman Law

Texas Tax Roundup | March 2022

Freeman Law on

Huh whuh? . . . Well . . . Well, howdy! Nice, erm, um well . . . Nice to see ya’ll again at or near this nebulous home home on the range of Texas taxability! Welcome back to another tax-packed installment of all things Texas...more

Jackson Lewis P.C.

Don’t White-Knuckle Withdrawal Liability

Jackson Lewis P.C. on

It’s no secret that the statutory deck under ERISA is stacked heavily in favor of multiemployer pension plans (MEPPs) and against employers contributing to (or withdrawing from) Taft-Hartley trust funds....more

McAfee & Taft

Buying a business? Don’t buy an employment lawsuit

McAfee & Taft on

When acquiring a business, companies sometimes unwittingly buy an employment lawsuit. Recently, the 10th Circuit – the federal appeals court that applies to Oklahoma employers – explained when a successor business can be held...more

Sherman & Howard L.L.C.

When Due Diligence Can Get You in Trouble: Due Diligence Provision in Purchase Agreement Allows EEOC to Plead Successor Liability

Purchase agreements almost always attempt to limit potential successor liability for the purchaser in the deal. However, in EEOC v. Roark-Whitten Hospitality 2 et al. (“EEOC v. RW2”), the Tenth Circuit determined that a...more

Parker Poe Adams & Bernstein LLP

Tenth Circuit Case Points Out the Need for Employment Due Diligence in Merger and Acquisition Deals

We once had a client opine that he was looking to acquire a new business and not a lawsuit to go along with it. The risk of buying a company with poor human resource practices or pending claims should make review of labor...more

Braumiller Law Group, PLLC

Hot Topics in International Trade - February 2022: New Importer, Old Baggage – Successor Liability for Antidumping &...

Imagine your company imports products from a vendor in Vietnam and sells them at a competitive margin in the U.S. Business is so-so until the Department of Commerce conducts an Antidumping or Countervailing Duty (“AD/CVD”)...more

Littler

Second Circuit Finds No Successor Liability for ERISA Withdrawal Where Employer Did Not Acquire Unionized Facility or Employees

Littler on

On January 27, 2022, in New York State Teamsters Conference Pension and Retirement Fund v. C&S Wholesale Grocers, Inc., the Second Circuit joined the Third, Seventh, and Ninth Circuits in applying the doctrine of successor...more

Freeman Law

Texas Tax Roundup—January 2022

Freeman Law on

Hiya folks, and welcome to the inaugural installment of our new series giving you a quick recap of what’s happened in the world of Texas taxes in the month gone by. Let’s get started!...more

Freeman Law

What Can the State of Texas Do to Collect State Taxes?

Freeman Law on

So, the Texas Comptroller of Public Accounts (“Comptroller”) says you owe state tax. If the deficiency determination hasn’t yet become final, you still may be able to challenge the underlying tax liability (for more on that,...more

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