Avoiding Corporate Successor Liability in Asset Purchases
Mitigating Risk Exposure Through Due Diligence, Contractual Provisions, Reps and Warranties Insurance, and More
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will guide M&A and other counsel in mitigating the risk of successor liability with asset purchases. The panel will discuss the circumstances in which successor liability claims may arise and describe how due diligence, contractual provisions in the asset purchase agreements, and reps and warranties insurance can be effective techniques to mitigate risk exposure.
Outline
- Successor liability in asset purchases: areas of risk
- Environmental
- Product liability
- Transfer in fraud on creditors
- Failure to comply with bulk sale transfer laws
- Labor liabilities
- Pension-ERISA liabilities
- Techniques to minimize the risk of successor liability
- Due diligence
- Contract drafting
- Reps and warranties insurance
- Purchase price adjustments
- Section 363 sales
Benefits
The panel will review these and other high priority issues:
- The circumstances under which asset buyers may be held liable as successors for claims made against prior owners
- Considerations for counsel when assessing whether to advise a client to proceed with an asset purchase instead of a stock acquisition or merger transaction
- Best practices for deal counsel to mitigate the risk of successor liability when negotiating an asset purchase agreement
Faculty
Leah S. Baucom
Partner
K&L Gates
Ms. Baucom focuses her practice on mergers and acquisitions, private equity and general corporate matters. She has... | Read More
Ms. Baucom focuses her practice on mergers and acquisitions, private equity and general corporate matters. She has represented both public and private companies—including private equity sponsors—on a range of matters, including leveraged buyouts, public and private divestitures, spin-offs, joint ventures, special committee representation, activist stockholder defense and other strategic investments and sales.
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Morris F. DeFeo, Jr.
Partner, Chair, Corporate Department
Herrick Feinstein
Mr. DeFeo focuses his practice on domestic and international capital markets, corporate finance and M&A... | Read More
Mr. DeFeo focuses his practice on domestic and international capital markets, corporate finance and M&A transactions, and corporate governance and compliance counseling for boards, committees and directors of public and private companies and not-for-profit entities. He advises public and private corporations, partnerships, limited liability companies, real estate investment trusts, and other clients in U.S. and cross-border joint ventures and strategic alliances, M&As, consolidations, asset and stock acquisitions and dispositions; and public and private offerings of debt and equity securities, including initial public offerings and shelf-registered offerings, Rule 144A high-yield debt offerings and exchange listings.
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