Blog Archives

Can Buying a Business’s Assets Make You Responsible for Existing Contracts?

Explore the legal implications of purchasing a business’s assets instead of the entire company. Learn how seemingly innocuous actions can lead to contract assumption and potential liabilities, as illustrated by a real case involving a bar purchase in Boise. May

Posted in asset seller's liabilities, implied assumption of seller contract/liability Tagged with: , , , , , , , , , , , , , ,

Understanding When Indemnification Applies in Asset Purchase Agreements

Explore a recent case, Continental Motors, Inc. v. Danbury Aerospace, Inc., to understand how indemnification provisions in asset purchase agreements impact legal outcomes. Learn about the buyer’s strategic approach to broaden indemnification scope. April 13, 2020 Introduction: In the world

Posted in customer deposits, direct, indemnification, sick time, third party, vacation time Tagged with: , , , , , , , , , , ,

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

Explore the legal intricacies of M&A deals involving environmental liabilities. Learn about the concept of de facto mergers and when a cash buyer may or may not be held responsible for a seller’s cleanup obligations. Dive into a real-life case

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

Understanding Successor Liability in M&A Deals: Michigan vs. New Jersey

Explore the nuances of successor liability in M&A deals, focusing on the legal case of Varilease Finance, Inc. v. Earthcolor, Inc. This blog simplifies the complexities of Michigan and New Jersey’s successor liability tests, offering insights for professionals in the

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 Tagged with: , , , , , , , , , , , , , ,

Court Rules in Favor of Buyer in Union Pension Liability Dispute

Explore a recent M&A case where a buyer successfully defends against a union pension plan’s claim for the seller’s unfunded pension liability. Dive into the details of the case, the buyer’s defense strategy, and the court’s decision. M&A Stories November

Posted in asset seller's liabilities, constructive knowledge, due diligence, federal multiemployer pension plan withdrawal liability, multi-employer pension plan, post asset purchase issues, successor liability, union liabilities Tagged with: , , , , , , , , , , , , ,

Court Decision: Buyer Assumes Liability for Lead Paint Poisoning in M&A Deal

Explore a recent Wisconsin court decision on an M&A case where a buyer assumed liabilities for lead paint poisoning. Gain insights into the court’s interpretation of the asset purchase agreement and its impact on M&A transactions. M&A Stories November 14,

Posted in asset buyer's assumption of seller's liabilities by contract, asset seller's liabilities, asset vs stock deal, assumed liabilities, excluded liabilities, successor liability Tagged with: , , , , , , , , , , , , , ,

Dispute Erupts in Aerospace Acquisition: Battle Over Warranty Claims

  Dive into the complexities of M&A as we unravel a recent legal dispute in the aerospace industry. Explore the intricacies of warranty claims, allocation of liabilities, and the aftermath of an acquisition gone awry. Gain insights from a real-life

Posted in asset seller's liabilities, assumed liabilities, excluded liabilities, seller's warranty claims Tagged with: , , , , , , , , , , , , , , , ,

Court Upholds Product Liability Carrier’s Right to Sue Seller for Indemnification in Asset Purchase Agreement Dispute

Explore the legal intricacies of M&A in our latest blog post as we dissect a riveting case, “Liberty Mutual Fire Insurance Company v. BRG Sports, Inc.” Uncover the aftermath of an undisclosed design flaw in an asset purchase agreement that

Posted in asset seller's liabilities, compliance with all applicable laws, excluded liabilities, representations and warranties Tagged with: , , , , , , , , , , , , , , , , , , , , , , , , , , , , ,

Recent Comments

Categories