Blog Archives

Buyer Refunded $3.5M Due to Unemployment Tax Issue in M&A Deal

Learn about a legal case where a buyer was refunded $3.5 million due to an unemployment tax issue that arose after an M&A deal. Understand the importance of considering unemployment compensation tax when acquiring a business with employee turnover. July

Posted in seller's unemployment experience rating, successor liability Tagged with: , , , , , , , , , , ,

Potential $100 Million Payroll Tax Liability for Buyers in M&A Asset Deal

Discover the legal implications of inheriting unpaid payroll taxes in M&A asset deals. Learn from a real case involving a buyer facing a $100 million liability. Insights on managing risks and mitigating potential tax liabilities. June 30, 2020 Introduction: When

Posted in asset purchase, payroll tax, successor liability Tagged with: , , , , , , , , , ,

Bankruptcy Court Rejects Creditor’s Claim Against Buyer in Post-363 Successor Liability Dispute

Learn about a recent bankruptcy case involving a struggling popsicle business and the legal challenges faced by the buyer. Discover how the court’s ruling highlights the importance of using Bankruptcy Code Section 363 to acquire distressed businesses and avoid successor

Posted in successor liability Tagged with: , , , , , , , ,

Buyer’s Liability in All-Cash Stock Deal: Battling Successor Liability Claim

Explore the intricacies of buyer liability in all-cash stock deals and the legal battle against successor liability claims. Dive into a case study involving an accident-related claim and Arizona’s laws. Get insights from the court’s key points and analysis. Case

Posted in mere continuation exception, stock purchase agreement, successor liability Tagged with: , , , , , , , , , , , , ,

Can Buying a Business’s Assets Make You Responsible for Existing Contracts?

Explore the legal implications of purchasing a business’s assets instead of the entire company. Learn how seemingly innocuous actions can lead to contract assumption and potential liabilities, as illustrated by a real case involving a bar purchase in Boise. May

Posted in asset seller's liabilities, implied assumption of seller contract/liability Tagged with: , , , , , , , , , , , , , ,

Buyer’s Lengthy Legal Battle Over $58 Million Pension Claim from Seller’s Union

Explore a complex M&A legal case involving a buyer’s struggle against a $58 million pension claim from a seller’s union. Learn how successor liability and careful structuring played a role. April 3, 2020 Introduction: When a business asset buyer acquires

Posted in federal multiemployer pension plan withdrawal liability, successor liability Tagged with: , , , , , , , , ,

Creative Stock Acquisition: Unpacking the $10 Million Tax Costs and Interest

Explore a recent M&A case involving a creative stock acquisition strategy with unexpected tax consequences. Learn how an IRS ruling imposed $10 million in penalties and interest on investors. Get insights into the legal complexities of midco transactions and their

Posted in asset vs stock deal, midco transaction, tax penalties and additions, transferee liability for taxes IRC Section 6901, Uniform Fraudulent Transfer Act or Uniform Voidable Transfer Act Tagged with: , , , , , , , , , , , , , ,

Business Buyer Pays Reasonably Equivalent Value Liable to Seller Lessor Under UFTA

Introduction One legal risk of buying a distressed business is having to pay a seller creditor for an unassumed APA liability even when the buyer paid fair market value for the business. The deal The buyer in this case was

Posted in hinder, delay or defraud, insider, reasonably equivalent value, successor liability, Uniform Fraudulent Transfer Act or Uniform Voidable Transfer Act 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: , , , , , , , , , ,

7th Circuit Decision on Superfund Allocation in Business Purchase

Explore a pivotal legal case where a buyer acquired an environmentally contaminated steel mill and sought to recover cleanup expenses under CERCLA. Discover the court’s decision and its implications for M&A deals with environmental liabilities. September 13, 2019 M&A Stories

Posted in CERCLA or superfund liability, successor liability Tagged with: , , , , , , , , , , , , , ,

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