Under the asset purchase agreement, the buyer only acquired specifically identified contracts. This did not include the service vendor contract. The result? The buyer’s claim against the service vendor was thrown out of court. M&A Stories August 26, 2021 Introduction:…
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BUYER’S CLAIM DENIED AS SERVICE VENDOR CONTRACT WAS NOT ACQUIRED IN ASSET PURCHASE
Posted in asset purchase, asset purchase agreement, Description of business assets purchased Tagged with: Asset Buyers, asset purchase agreement, Assumed Contracts Schedule, Buyer's Claim Denied, Court Case Analysis, Legal Risks in Acquisitions, Lessons in Asset Purchases, M&A legal blog, Service Vendor Contract, Texas State Court Decision
ASSET BUYER’S PRODUCTS LIABILITY AS SUCCESSOR: A CASE STUDY
The asset buyer had not assumed this liability in the asset purchase agreement and no common ownership or officer director management between buyer and seller. M&A Stories August 26, 2021 Introduction: When an asset buyer acquires a business, they have…
Posted in all cash deal, asset purchase, continuity of ownership, de facto merger exception, mere continuation, mere continuation exception, product line exception, successor liability Tagged with: Asset buyer, asset purchase agreement, Bell v. American International Industries, Case Study, De Facto Merger Rule, M&A legal blog, Mere Continuation Rule, North Carolina Law, products liability, successor liability
Potential $100 Million Payroll Tax Liability for Buyers in M&A Asset Deal
Discover the legal implications of inheriting unpaid payroll taxes in M&A asset deals. Learn from a real case involving a buyer facing a $100 million liability. Insights on managing risks and mitigating potential tax liabilities. June 30, 2020 Introduction: When…
Buyer’s Liability for Unpaid Sales Tax in Restaurant Asset Acquisition
Explore the legal implications of buyer liability for unpaid sales tax in restaurant asset acquisitions. Understand the New York state law and court decisions in Shakeen LLC v. Courtelyou Wine LLC. Read our M&A legal blog for expert insights. June…
Posted in asset purchase, New York, sales tax Tagged with: asset purchase agreement, Buyer liability, Court decision, Legal dispute, M&A, New York state law, restaurant asset acquisition, sales and use tax law, Shakeen LLC v. Courtelyou Wine LLC, tax responsibilities, Uniform Commercial Code, unpaid sales tax
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