M&As – Novation and Recertification
This CLE course will guide deal counsel in drafting and negotiating asset purchase agreements. The panel will discuss legal considerations when negotiating representations and warranties, indemnities, covenants, closing...more
The recent decision of the Ontario Court of Appeal in Manthadi v. ASCO Manufacturing, 2020 ONCA 485, analyzed the common law approach to the calculation of reasonable notice when a vendor terminates a worker’s employment in...more
Seyfarth Synopsis: In acquiring a company, there is often a tendency to think an asset purchase (as opposed to a stock purchase) guarantees the purchaser will not inherit any liability (so-called “successor liability”). This...more
Asset Buyers, beware. If the Seller has union-represented employees, and you intend to hire some or all of those employees and operate the assets as a union-free employer, take care to avoid becoming an accidental successor....more
When one employer purchases the assets of another and intends to employ some or all of the seller’s employees, it is very common for the asset purchase agreement to require the seller to disclose certain personnel information...more
Yesterday, Professor Stephen Bainbridge noted that California has applied the de facto merger doctrine to an asset purchase transaction to hold the acquiring corporation liable for tort liabilities of the selling corporation....more
Generally, product liabilities do not flow to the buyer of a company’s assets, which can be a driving force behind structuring a deal as an asset purchase as opposed to a corporate merger. There are four traditional...more
The Puerto Rico Supreme Court (“PRSC”) recently issued an Opinion in the case of Roldán Flores v. M. Cuebas, 2018 TSPR 18, 199 D.P.R. __ (Feb. 6, 2018), in which it addressed again the requirements for applying the “successor...more