Introduction A principal reason for buying the assets of a distressed business out bankruptcy is to purchase the assets free and clear of liabilities under Bankruptcy Code Section 363. The deal In this case the buyer agreed to purchase the…
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CA Court of Appeals Dissent Invites CA High Court to Clarify 363(f) Asset Sales with Alad Product Liability Claims
Introduction A buyer of a manufacturer, distributor or retailer of products out of bankruptcy expects that it can acquire the business free and clear of product liability claims under section 363(f) of the bankruptcy code. The deal This case involved…
Bankruptcy Court Permits 363(f) Sale of Business Free of Pension Claim
Introduction A pension plan unsuccessfully tried to stop a company from selling a business to a buyer in a 363(f) (3) sale free and clear of the seller’s pension fund liability. The deal The seller was engaged in environmental and…
Posted in asset purchase agreement, bankruptcy sale, distressed business acquisitions, federal multiemployer pension plan withdrawal liability, Section 363 sale, successor liability Tagged with: 363(f) sale, alter ego, contingent liability, multiemployer pension plan withdrawal liability, successor liability, transferee 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…
Buyer’s purchase price may triple post-closing because of underfunded union pension plan
Seller was a wire-forming company. A collective bargaining agreement with the union representing its workforce obligated Seller to contribute to a multiemployer pension plan on behalf of the employees. In September 2013, after Seller determined that it could not stay…
Buyer does not acquire patent license agreement from chapter 7 bankruptcy trustee
This case involved the purchase of a patent license agreement out of bankruptcy of several related companies. For purposes of illustration the facts have been modified by describing the sale out of bankruptcy of a patent license agreement from just…
IT vendor can’t force buyer to assume vendor’s contract with bankrupt business just because vendor provided transitional services to buyer under bankrupt’s vendor contract
Seller was a membership buying service headquartered in Merrillville, Indiana (a 40-minute southeast drive from Chicago). Seller was owned by 2 private equity firms, based in Washington, D.C. and Miami, Florida. Members of Seller paid a fee, which entitled them…
Buyer of large nursery business in bankruptcy is winning right to assume 3 crucial real estate leases
Seller, based in Temecula, California, owned and operated one of the largest greenhouse operations in the country. Seller filed for chapter 11 bankruptcy protection on May 29, 2018. As part of the bankruptcy, the bankruptcy court approved Seller’s sale of…
Court considers whether bankruptcy sale of Chrysler shields buyer from pre-closing claim for a defective airbag
This case involves the purchase by Buyer of substantially all of the assets of the distressed auto business of Seller, (Chrysler). The 2009 sale occurred in Seller’s chapter 11 bankruptcy reorganization in which Seller sold most of its assets to…
Buyer purchased hospital in bankruptcy, free and clear of a state age discrimination claim against seller
On May 28, 2014. Seller, a 211-bed independent community hospital located in the greater Newark, New Jersey area, entered into an asset purchase agreement with Buyer, a for-profit hospital chain based in California, for the sale of Seller’s hospital to…
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