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 a distressed business.…
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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…
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- hiring seller's employees
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- indemnification
- indemnification cap
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- mutual mistake
- mutual mistake
- negligent misrepresentation
- net working capital adjustment
- New York
- no kickback or bribe rep
- no oral modifications of contract
- no pending government investigations or inquiries
- no solicitation of seller employees
- No Undisclosed Liabilities
- non-reliance clause
- nonbinding
- nonbusiness income/sale of subsidiary
- noncompete area
- noncompetition covenant term
- nondisclosure agreement
- nondisclosure provision
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- note payment amount adjustment
- notice
- notice provision
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- One class of stock
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- personal goodwill
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- Personal Name
- photo or image
- piercing veil of acquisition subsidiary
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- preservation of due diligence materials
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- punitive damages
- purchase agreement
- purchase price
- purchase price adjustment
- purchase price reduction
- 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
- recoupment doctrine
- reformation
- reformation of contract
- reliance
- remote use of trademark out of territory
- representation and warranty about customers
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- rescission
- retaliation
- retention bonus
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- sale of product line
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- Section 1377 election
- Section 363 sale
- securing buyer's note
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- seller carried purchase price
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- seller owners equity interest in buyer
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- seller's age discrimination claims
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- sick time
- specific performance
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- statute of frauds
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- stay bonus
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- stock purchase agreement
- stock sale
- strategic acquisition
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- structure of transaction
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- substance over form
- substantially all assets
- success fee
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- target's stock options
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- Taxation
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- third party
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- transferee liability for taxes IRC Section 6901
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- value added tax or VAT
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- Withholding Post-closing payments
- working capital adjustment
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