Seller develops, markets, and sells a variety of over-the-counter and prescription medications. Seller’s Owner owns Seller and is Seller’s CEO, president and secretary. Buyer entered into the asset purchase agreement with Seller. Pursuant to the asset purchase agreement, Buyer paid approximately…
Monthly Archives: January 2019
Buyer of business assets held not responsible for seller’s alleged federal forced labor liability
This case arises out of Trucker’s previous employment as a truck driver for Trucking Company. In short Seller leased tractor trailers to Trucker who then subleased the tractor trailers and their driving services to Trucking Company. Trucker claimed that as…
Controlling shareholder did not treat minority shareholder unfairly in merger
Target and Buyer are energy companies with complementary businesses. Target distributes and operates on-site combined heat and power systems and natural gas powered cooling systems. Buyer designs, manufactures, and sells combined heat and power systems. Prior to the merger, the…
Shareholder and guarantor of company bank debt can’t force co-guarantor (and former shareholder) to pay former shareholder’s claimed fair share of the guaranteed debt
This is a case about problems in a transaction where one group of shareholders of Company bought out another group of shareholders of Company, in a case where all the shareholders had previously given their personal guaranty for Company debt…
Court distinguishes the mere continuation successor liability tests of Michigan and New Jersey
Seller was headquartered in Parsippany, New Jersey and operated plants in New York, New Jersey, Florida and Texas. Seller provided commercial printing services. Buyer is a Des Moines-based multi-platform communications company. On September 29, 2017, Buyer entered into an asset…
Posted in asset buyer's assumption of seller's liabilities by contract, asset purchase agreement, asset seller's liabilities, assumed liabilities, assumption of a contract, buyer's assumption of seller liabilities in asset acquisition, excluded liabilities, mere continuation, seller owners equity interest in buyer, successor liability
Investment banker succeeds in getting its transaction fee approved in chapter 11 asset sale in face of trustee/creditor push back
Investment Banker provides a broad range of services including investment banking services to financially distressed companies. In 2017, Seller, a celebrity chef owned small restaurant chain, retained Investment Banker as its investment banker to assist with a recapitalization or a…
Seller of company not responsible for buyer’s post-closing failure to obtain electroplating permit
Seller was the owner of Target, a business located in Palo Alto, California that specializes in the electroplating of metal components for industrial use. On June 19, 2014, Seller executed a letter of intent to sell all of Seller’s shares…
Seller’s indemnification for environmental remediation costs capped by escrow amount and note adjustment provision
Seller was the owner of Target, a business located in Palo Alto, California that specializes in the electroplating of metal components for industrial use. On June 19, 2014, Seller executed a letter of intent to sell all of Seller’s shares…
Buyer fights responsibility for a $1.5 million judgment against an asset seller of a business
Customer is a foreign business organized under the laws of Nigeria, with its principal place of business in Lagos, Nigeria. Seller is a Louisiana Liability Company that was in the business of shipbuilding in Louisiana, until January 4, 2014. Buyer…
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