Introduction A company is responsible under the federal CERCLA or superfund law, and often state law for cleaning up property it contaminates by hazardous waste disposal. However, the buyer of the assets of the responsible company is generally not liable…
Monthly Archives: April 2019
Employees of Sold Company Win Severance Plan Benefits Fight
Introduction One of the biggest challenges for a selling a company is the rumors getting out that it is for sale. That rumor can make the company’s customers and suppliers very nervous. And just as importantly, it can make the…
Posted in merger agreement, severance benefits Tagged with: ERISA, merger agreement, severance benefits upon change of control
No Sexual Harassment Successor Liability for Law Firm Asset Buyer
Introduction A buyer often prefers to purchase the assets of a company instead of its equity (such as stock of a corporation). One advantage of an asset purchase is that the buyer can avoid responsibility for the selling company’s liabilities;…
Buyer Didn’t Waive Seller Breach by Amending Asset Purchase Agreement
Introduction An acquisition of a company is sometimes done in one step: the buyer and seller sign a purchase agreement and immediately close the transaction on the same day. This is called a simultaneous closing. Alternatively, the buyer and seller…
Posted in asset purchase agreement, boilerplate provisions, breach of representations and warranties, breach of seller's covenants, deferred closing, representations and warranties, seller's covenants, waiver provision Tagged with: seller's breach of covenants, seller's breach of representations and warranties, waiver in writing, waiver of breach
Products Liability Indemnification Claim Against Former Owner Timely
Introduction A buyer of the stock of a company that makes products wants and often gets the stock seller to promise to pay for any products liability claims that pop up after the closing that relate to products made before…
Seller’s Insurance Broker Sued for Failing to Add Buyer as Loss Payee
Introduction It is not uncommon for the buyer of a business to be named as a loss payee on a seller insurance policy whether it be property, liability or business interruption coverage. As part of the process, the seller’s insurance…
Buyer Faces Suit for Not Disclosing Merger Disapproval Issue
Introduction Many M&A deals require approval of some federal or state regulator before closing. The timeline is that the buyer and seller sign a definitive acquisition agreement and then work to get the deal approved by the regulators. Either or…
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