TELESEMINAR: Successor Liability in Business Transactions: The Risk of Selling Assets but Retaining Liability – A National Perspective
February 11, 2014
12:00 – 1:00 p.m.
1.00 MCLE hours
The general rule is that when a buyer takes ownership of an asset it takes ownership only of the asset and not also the liabilities or other obligations of the seller, unless those other liabilities are explicitly assumed. But there plentiful exceptions to the general rule that tag the buyer with substantial liability for the debt or other obligations of the seller’s business. This liability can dramatically scuttle the basic economic assumptions of the parties entering the sale. This program will provide you with a real world guide to identifying the risks of successor liability in various transactions, including liability under common and statutory law, special bankruptcy and foreclosure issues, and discuss drafting techniques to limit or eliminate the risk of successor liability.
- Successor liability in asset purchases in ordinary and major business transactions
- Fact patterns giving rise to successor liability – business continuation, de facto mergers, fraud, product line continuation
- Buyer liability at UCC Article 9 foreclosure sales
- Successor liability under federal employment and environmental statutes and under state sales/use tax law
- Special issues in buying property out of bankruptcy
- Drafting techniques to limit or eliminate the risk of liability
John Murdock, Bradley Arant Boult Cummings, LLP, Tennessee