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…
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Understanding When Indemnification Applies in Asset Purchase Agreements
Explore a recent case, Continental Motors, Inc. v. Danbury Aerospace, Inc., to understand how indemnification provisions in asset purchase agreements impact legal outcomes. Learn about the buyer’s strategic approach to broaden indemnification scope. April 13, 2020 Introduction: In the world…
Posted in customer deposits, direct, indemnification, sick time, third party, vacation time Tagged with: Acquisition Agreements, Asset purchase agreements, Business acquisitions, buyer's protection, Case Study, Continental Motors, Danbury Aerospace, indemnification, indemnification provision, legal outcomes, M&A legal risk, third party vs direct claims
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: all cash deal, asset purchase agreement, Buyer's responsibility for cleanup obligations, CERCLA liability, De facto merger in asset deals, Garrett Day LLC v. International Paper Co., M&A environmental liabilities, Ohio federal district court case, Paper mill assets acquisition, Seller's contamination cleanup, Successor liability laws, superfund
Understanding Successor Liability in M&A Deals: Michigan vs. New Jersey
Explore the nuances of successor liability in M&A deals, focusing on the legal case of Varilease Finance, Inc. v. Earthcolor, Inc. This blog simplifies the complexities of Michigan and New Jersey’s successor liability tests, offering insights for professionals in the…
Posted in asset buyer's assumption of seller's liabilities by contract, asset purchase agreement, asset seller's liabilities, assumed liabilities, assumption of a contract, buyer's assumption of seller liabilities in asset acquisition, excluded liabilities, mere continuation, seller owners equity interest in buyer, successor liability Tagged with: Asset buyer, asset purchase agreement, Business acquisition, Case Study, Due diligence in M&A, Legal dispute, M&A legal blog, Master Lease Agreement, Mere Continuation Rule, Michigan law, Michigan vs. New Jersey, New Jersey law, successor liability, Successor liability risks, Varilease Finance Inc. v Earthcolor Inc
Ambiguous Warranty Allocation in an Asset Purchase Agreement Leads to Litigation
M&A Stories August 15, 2018 A Pennsylvania-based international aerospace components supplier and a Tulsa-based aircraft airframe manufacturer ended up in court over warranty claims tied to two Gulfstream Aerospace Corporation wing supply programs. The dispute arose from an asset purchase…
Posted in asset seller's liabilities, assumed liabilities, excluded liabilities, seller's warranty claims Tagged with: Accountability in M&A, Acquisition challenges, Aerospace Industry, Aerospace M&A, asset purchase agreement, Buyer-Seller Responsibilities, Court decisions in M&A, Delaware Superior Court, excluded liabilities, Industry-Specific Legalities, Legal dispute, liability allocation, M&A Legal Battles, Post-closing disputes, Spirit Aerosystems, Triumph Aerostructures, Warranty claims
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