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Do I need an attorney if I am buying or selling a business?
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
Most business acquisitions are structured as purchases of assets in order to insulate the buyer from exposure to the liabilities of the seller. While that is generally an effective strategy, there are exceptions and nuances...more
Seyfarth Synopsis: In acquiring a company in bankruptcy, there is often a tendency to think this guarantees the purchaser will be “free and clear” of any liability (including so-called “successor liability”). This is not...more
On September 19, 2019, the U.S. Court of Appeals for the Eighth Circuit affirmed a lower court’s conclusion that a purchaser at a private foreclosure sale has no successor liability to a debtor’s unpaid creditors. ...more
We have been tracking an ongoing reinsurance matter in which Odyssey Reinsurance Co. obtained a $3.2 million default judgment against Cal-Regent Insurance Services Corp. and Pacific Brokers Insurance Services (PBIS) as a...more
The Nevada legislature has gone a long way to insulate directors of Nevada corporations from liability. Directors, however, are not entirely immune as was recently illustrated in Judge Barry Ted Moskowitz' recent ruling in...more
Q: What are the key considerations related to any deal structure? There are four: tax effects, transfer of liability, third party consents, and shareholder approval. Tax effects from transactions can be complex and are...more
A sale of a business under Section 363 of the U.S. Bankruptcy Code or through Chapter 11 can provide the best possible title to the purchaser and may be an appropriate avenue for selected assets or complex and valuable going...more
I recently blogged about a Seventh Circuit Court of Appeals decision that tagged a buyer of the assets of a company contributing to a multiemployer plan with withdrawal liability that the seller had not paid. A recent Ninth...more
Many asset buyers believe that, as long as they do not agree to ERISA Section 4204’s sale of assets exception to withdrawal liability, they will acquire the seller’s assets free and clear of any prior contribution history and...more
When a debtor defaults on a loan secured by personal property, the secured lender has several options for repayment. One option is to sell the collateral securing the debt pursuant to Article 9 of the Uniform Commercial Code...more
In a novel decision, the United States Court of Appeals for the Third Circuit held, in its ruling In re Emoral, Inc., 740 F.3d 875 (3d Cir. 2014), that personal injury claims of individuals allegedly harmed by a bankrupt...more