Don’t let your asset deal protection fall victim to New Jersey law. This legal analysis of the recent McLaren v. The UPS Store decision reveals how courts are expanding the mere continuation successor liability doctrine to ignore the contractual structure…
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New Jersey’s Trapdoor How ‘Mere Continuation’ Succeeds in Cash Deals Lacking Management Continuity
Posted in mere continuation exception, successor liability Tagged with: All-Cash Deals, asset purchase agreement, buyer legal risk, contingent liability, cost externalization, de facto merger, ignoring contractual structure, indemnity escrow, lower middle market M&A, M&A Due Diligence, M&A legal risk management, management continuity, McLaren v. The UPS Store, mere continuation doctrine, New Jersey law, non-assumed liabilities, operational continuity, ownership continuity, seller legal risk, successor liability
The Buyer’s Blind Spot How a New York Asset Deal Can Become a Legal Trap
Navigate the hidden legal risks of M&A in New York. This post dives into the “mere continuation” doctrine, a legal trap that can expose all-cash asset buyers to a seller’s unassumed liabilities. Learn how to identify and manage the risks…
Posted in mere continuation Tagged with: asset purchase, Avamer, business law, contractual provisions, de facto merger, deal structure, escrow, holdback, Hunter Boot, indemnification, legal risk, legal risk management, lower middle market, M&A, Mere Continuation, Mergers and Acquisitions, New York law, Private Equity, strategic buyers, successor liability
Court Examines New York’s Successor Liability Doctrines De Facto Merger vs. Mere Continuation
Dive into the complexities of New York’s successor liability doctrines in our latest M&A blog post. This in-depth analysis examines the recent case of Avamer 57 Fee LLC v. Hunter Boot USA LLC, where the court navigated the nuances of…
Posted in de facto merger exception, mere continuation, problems with successor liability Tagged with: Asset sales, Avamer 57 Fee LLC v. Hunter Boot USA LLC, Business acquisition, de facto merger, distressed company sale, equity transfer in M&A, Hunter Boot brands, Intellectual property acquisition, legal analysis of M&A, M&A case study, M&A legal disputes, M&A legal topics, M&A Transactions, Manhattan state trial court, Mere Continuation, New York M&A law, New York state law, successor liability, successor liability doctrines, unpaid rent dispute
BUYER BEWARE: PRODUCT LINE EXCEPTION ADDS TO SUCCESSOR LIABILITY RISK IN BUSINESS ASSET ACQUISITION
California Supreme Court creates product line exception in 1977 by holding the buyer of the assets of a ladder maker responsible for the post-closing injury of a person caused by the seller’s defective ladder made and sold before the closing.…
ASSET BUYER’S PRODUCTS LIABILITY AS SUCCESSOR: A CASE STUDY
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: Asset buyer, asset purchase agreement, Bell v. American International Industries, Case Study, De Facto Merger Rule, M&A legal blog, Mere Continuation Rule, North Carolina Law, products liability, successor liability
NY COURT RULES BUYER DIDN’T INHERIT UNEMPLOYMENT EXPERIENCE ACCOUNT IN BUSINESS ASSET PURCHASE
Learn about a recent New York court decision where the buyer of a business was found not liable for the seller’s higher unemployment insurance rates. The court clarified the criteria for acquiring goodwill in a business asset purchase. M&A Stories…
INDIANA HIGH COURT CLARIFIES SUCCESSOR LIABILITY IN M&A DEALS
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: asset acquisitions, business asset buyer, de facto merger, Indiana M&A deals, Indiana Supreme Court ruling, Legal Blog, Mere Continuation, seller creditor claims, successor liability
ASSET BUYER’S LIABILITY DISPUTE IN M&A DEAL INVOLVING ASBESTOS-CONTAINING PRODUCT LINE
Learn about the legal complexities in an M&A deal where the buyer purchased the seller’s trade name which was used for two product lines acquired by the buyer, but had also been used by the seller for a steam turbine…
COURT ALLOWS DISTRIBUTOR TO SUE BUYER FOR PRE-CLOSING BREACH IN ACQUISITION DEAL
Read about a recent acquisition deal in the printer equipment manufacturing industry where a distributor sued a buyer for alleged pre-closing breach under the “mere continuation successor liability” theory. M&A Stories March 08, 2021 Introduction: In a recent acquisition deal…
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