1-Hour Program

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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


Credit Details