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Pennsylvania’s Broad Approach to Successor Liability in De Facto Mergers

Explore Pennsylvania’s broad approach to successor liability in asset sales, with a focus on the de facto merger doctrine. This case study on a Pennsylvania waste management acquisition sheds light on how the state’s courts interpret continuity of ownership, even

Posted in anti-destruction clause, continuity of ownership, customer list, de facto merger exception, fee based upon buyer debt assumption, implied covenant of good faith and fair dealing, no oral modifications of contract, overly complicated language in contract, success fee, successor liability, target's stock options, trade secret misappropriation, waiver of contractual provision Tagged with: , , , , , , , , , , , , , , , , , , , ,

ASSET BUYER’S PRODUCTS LIABILITY AS SUCCESSOR: A CASE STUDY

The asset buyer had not assumed this liability in the asset purchase agreement and no common ownership or officer director management between buyer and seller. M&A Stories August 26, 2021 Introduction: When an asset buyer acquires a business, they have

Posted in all cash deal, asset purchase, continuity of ownership, de facto merger exception, mere continuation, mere continuation exception, product line exception, successor liability Tagged with: , , , , , , , , ,

INDIANA HIGH COURT CLARIFIES SUCCESSOR LIABILITY IN M&A DEALS

Learn about the recent Indiana Supreme Court ruling on successor liability in asset acquisitions. Understand the exceptions that relieve business asset buyers from seller creditor claims in M&A deals. M&A Stories April 30, 2021 Introduction: When acquiring the assets of

Posted in continuity of enterprise exception, continuity of ownership, de facto merger exception, successor liability Tagged with: , , , , , , , ,

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