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Overview
A bedrock principle when structuring transactions is that mergers transfer all the target’s liabilities while asset purchases do not. But court-developed successor-liability doctrines can turn this principle on its head and expose buyers in asset sales to substantial and unexpected liabilities. O’Melveny & Myers LLP Litigation Partners Jonathan Rosenberg, Daniel L. Cantor, Bill Sushon and B. Andrew Bednark and Senior Counsel Asher Rivner will share insights that they have gained from more than a decade of litigating successor-liability cases to help you identify, understand, and mitigate successor-liability risks when planning transactions.
Topics to be addressed include:
- Potential liability associated with different ways to acquire a business (5 minutes)
- Potential successor liability for asset purchasers (10 minutes)
- Alter ego/veil piercing liability (3 minutes)
- Hypotheticals: Managing the risk of successor liability (32 minutes)
- Strategies for mitigating successor-liability risk (10 minutes)
Program Level: Overview
Intended Audience: Attorneys and accountants who deal with asset purchases or business acquisitions, including in-house counsel, outside attorneys, regulators, partners of public accounting firms and their staff
Prerequisites: None
Advanced Preparation: None