Monthly Archives: April 2019

Cash Buyer of Paper Mill Assets Not Liable for Seller’s CERCLA Liability

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

Posted in asset purchase agreement, asset seller's liabilities, CERCLA or superfund liability, de facto merger exception, successor liability Tagged with: , , , ,

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: , ,

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;

Posted in actual knowledge, asset purchase agreement, constructive knowledge, due diligence, inequitable, retaliation, sexual harassment, successor liability Tagged with: , ,

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: , , ,

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

Posted in indemnification, statute of limitations, survival of covenants Tagged with: , , ,

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

Posted in asset purchase agreement, certificate of insurance, insurance broker duty, insurance coverage, loss payee Tagged with: , ,

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

Posted in FDIC approval, governmental approval of transaction, merger agreement Tagged with: , ,

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