Continuing Legal Education

TELESEMINAR: Successor Liability in Business Transactions: The Risk of Selling Assets – A National Perspective [LIVE REPLAY]

June 16, 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 – which was originally presented on February 11, 2014 – 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


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Program Speaker:
John Murdock
, Bradley Arant Boult Cummings, LLP, Tennessee


*Attorneys may not receive credit for viewing the same program more than once within a 12 month period.


John Murdock is a partner in the Nashville office of Bradley Arant Boult Cummings, LLP, where his practice includes business acquisitions and dispositions, commercial lending, and commercial law generally.  He is a member of the Commercial Financial Services Committee of the ABA Business Law Section and formerly served as chair of its Lender Liability Subcommittee.  He is also a Fellow of the American College of Commercial Finance Lawyers.  Mr. Murdock received his B.S., magna cum laude, from Vanderbilt University and his J.D. from Vanderbilt University Law School.