M&A Stories November 18, 2020 Introduction A buyer of a manufacturer often prefers an acquisition of assets as opposed to equity of the seller in order to minimize the risk of post-closing product liability claims. The deal This deal involved…
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Court Says Treadmill Maker Asset Buyer Assumed Implied Merchantability Warranty
Introduction One legal risk in buying a manufacturing business is product liability. Purchasing the assets as opposed to the equity of the manufacturer reduces that risk. However, in all states the buyer may be responsible for any product liability claims…
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
Energy drink asset buyer bound by seller’s formula restriction agreement with 3rd party
Manufacturer is the maker and distributor of 5-Hour Energy, a well-known energy shot. In 2004, Manufacturer contracted with Seller to manufacture and package 5-Hour Energy. When Manufacturer ended the business relationship some years later—abruptly and unfairly, according to Seller—Seller had…
Court finds that buyer of lead paint manufacturer assumed seller’s liabilities for lead paint poisoning
This case involved a lawsuit filed by Plaintiffs, several individuals in a Wisconsin federal district court against Buyer for injuries allegedly incurred from ingesting white lead carbonate pigments contained in paint manufactured by Seller. Buyer purchased the assets of Seller…
Buyer of two Gulfstream wing supply programs fights with Seller over responsibility for Seller’s warranty claims
Buyer, a Pennsylvania based international supplier of aerospace components and systems, acquired two Tulsa, based Gulfstream Aerospace Corporation wing supply programs from Seller. Seller is a large first-tier manufacturer of aircraft airframe components. The asset purchase agreement, dated December 8,…
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