Blog Archives


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: , , , , , , , , ,


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: , , , , , , , ,

Court Rules No De Facto Merger in Purchase of Bankrupt Company’s Assets

Explore the court decision regarding de facto merger in asset acquisitions. Learn how the absence of common ownership impacted this M&A case. Insights on product liability risks. September 17, 2019 M&A Stories Introduction: When acquiring a manufacturing business, evaluating product

Posted in asset purchase agreement, de facto merger exception, successor liability Tagged with: , , , , , , , , , ,

Lawsuit Over EBITDA Earnout Dispute

Explore a post-closing dispute in mergers and acquisitions (M&A) involving an earnout disagreement related to EBITDA. Learn about a case that highlights the complexities of earnout arrangements and potential legal challenges. June 18, 2019 M&A Stories Introduction: In this mergers

Posted in bad faith, corporate overhead, de facto merger exception, earn outs, EBITDA Tagged with: , , , , , , , , , , ,

Avoiding Seller Debt in M&A Deals: Buyer’s Protection

Explore the risks of acquiring the assets of a business and potential liability for seller debts in M&A deals. Learn from a real case involving a luxury motor coach company and gain insights into protecting buyers from unexpected liabilities. M&A

Posted in all cash deal, de facto merger exception, seller ownership in buyer, successor liability 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: , , , , , , , , , , ,

New Mexico Court rejects application of de facto merger doctrine to buyer of assets of the maker of hot tar holding tanks

In this case, Seller was a maker of a tar lugger, a holding tank for hot tar that is used in the roofing business. In the fall of 2013, Buyer purchased the assets of Seller’s tar lugger business. About a

Posted in de facto merger exception, earnout as ownership interest in buyer, successor liability

Recent Comments