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 A buyer of the assets of a business can…
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Court Permits Mere Continuation Successor Liability Claim Against Buyer
Buyer purchased assets of seller for cash including a distributor agreement. Buyer did not assume any liability for seller’s breach of the distributor agreement. The court nevertheless permitted distributor to sue the buyer for breach of the distributor agreement for…
Posted in mere continuation, mere continuation exception, successor liability Tagged with: M&A stories, M&A tips
Buyer in All Cash Stock Deal Fights Mere Continuation Successor Liability Claim
May 15, 2020 Introduction A buyer of the stock of an unrelated company for cash usually does not worry about being directly liable for the target’s liabilities. Perhaps that is not the case when purchasing the stock of a distressed…
Buyer fights responsibility for a $1.5 million judgment against an asset seller of a business
Customer is a foreign business organized under the laws of Nigeria, with its principal place of business in Lagos, Nigeria. Seller is a Louisiana Liability Company that was in the business of shipbuilding in Louisiana, until January 4, 2014. Buyer…
Recent Posts
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- Buyer Signed Letter of Intent but Had No Duty in Texas to Negotiate in Good Faith
- Product Line Exception Creates Additional Successor Liability Risk for Buyer of Business Assets
- Very Risky for Seller to Give Buyer Keys to Business Before Closing
- Business Buyer Recovers Damages for Seller Sufficiency of Assets Rep & Warranty Breach
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- executory contracts
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- fee based upon buyer debt assumption
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- hiring seller's employees
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- indemnification
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- Intellectual Property
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- key employees of target
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- leases
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- letter of intent
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- loss payee
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- material
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- misappropriation of likeness
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- modification as counteroffer
- multi-employer pension plan
- mutual mistake
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- negligent misrepresentation
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- New York
- no kickback or bribe rep
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- No Undisclosed Liabilities
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- nonbusiness income
- nonbusiness income/sale of subsidiary
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- note payment amount adjustment
- notice
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- offset or setoff provision
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- One class of stock
- oral contract
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- owner liability for company breach of financing deal
- Ownership of Target Law Firm File
- parol evidence rule
- patents
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- percentage of purchase price
- personal goodwill
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- personal guaranty of lease
- Personal Name
- photo or image
- piercing veil of acquisition subsidiary
- post asset purchase issues
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- post-closing sales tax
- PPP loan
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- pre-closing management agreement
- pre-closing operating arrangement
- pre-closing sales tax
- preservation of due diligence materials
- prior-material-breach doctrine
- private equity
- product line exception
- projections
- projections
- promissory estoppel
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- prudence
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- punitive damages
- purchase agreement
- purchase price
- purchase price adjustment
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- quality of earnings assessment
- ratifying unassumed contract by post-closing action
- reasonably equivalent value
- receipt of buyer equity or security
- receipt of buyer equity or security
- receivables
- recoupment doctrine
- reformation
- reformation of contract
- reliance
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- representation and warranty about customers
- representations and warranties
- rescission
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- retaliation
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- revenue and profit projections
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- Revlon doctrine
- Right of publicity
- risk of post closing payments
- royalty
- S corporation
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- sale of business to ESOP
- sale of product line
- sales order
- sales tax
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- scienter
- Section 1377 election
- Section 363 sale
- securing buyer's note
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- security agreement
- seller carried purchase price
- seller knowledge
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- seller owners equity interest in buyer
- seller ownership in buyer
- seller rep of no federal employer liability
- seller's age discrimination claims
- seller's covenants
- seller's federal injunctions
- seller's unemployment experience rating
- seller's warranty claims
- seller's workers compensation experience rating
- severance benefits
- sexual harassment
- shareholder approval of deal
- shareholder buyout of partner
- shareholder personal guaranty of target lease
- shareholder release
- sharing transaction tax deduction benefits
- sick time
- signing LOI with revisions by signer
- specific performance
- state and local tax
- state approval of nonprofit hospital
- state franchise/income tax
- statute of frauds
- statute of limitations
- stay bonus
- step-down provision
- stock purchase agreement
- stock sale
- strategic acquisition
- strategic acquisition
- structure of transaction
- subordination
- substance over form
- substantially all assets
- success fee
- successor liability
- sufficiency of assets rep
- supply problems
- survival of covenants
- survival of reps and warranties
- tangible net worth
- target's stock options
- tax
- tax benefit sharing
- tax deferred reorganization
- tax penalties and additions
- Taxation
- termination of M&A agreement
- termination or breakup fee
- third party
- third party beneficiary clause
- time of the essence
- timely objection to indemnification claim
- tolling
- tolling
- tort misrepresentation in M&A
- tortious interference with prospective economic advantage
- trade secret misappropriation
- trade secret misappropriation by former seller employee
- trademark infringement
- trademarks
- transferee liability for taxes IRC Section 6901
- transitory services contracts
- TRO/preliminary injunction before filing for arbitration
- tying fraud to economic loss
- typo or scriverner's error
- UCC search
- Uncategorized
- Uniform Fraudulent Transfer Act or Uniform Voidable Transfer Act
- union fringe benefits
- union liabilities
- unitary business
- unjust enrichment
- unliquidated or disputed claim
- unwanted assets
- vacation time
- valuation
- value added tax or VAT
- waiver of contractual provision
- waiver of jury trial
- waiver of removal to federal court
- waiver provision
- willful breach carveout
- willing buyer or procuring cause
- Withholding Post-closing payments
- working capital adjustment
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