- What Constitutes a Sale of “All or Substantially All” of a Company’s Assets
Following briefing and oral argument, Chancellor Kathaleen St J McCormick found that the Sale was not a sale of all or substantially all of the Company’s assets, and granted the defendants’ motion to dismiss
- The Art of the (Bad) Deal: Successor Liability in M A Transactions
A disposition of all or substantially all of a corporation’s property and assets under this section is not considered to be a merger or a de facto merger pursuant to this chapter or otherwise
- The “Successors and Assigns” Provision and Successor Liability
Let me suggest a possible purpose for the “successors and assigns” clause – a variation on #1: To assure that, if either party sells all or substantially all of its assets (or merges into another firm), the asset sale (or merger agreement) will include a clause specifically committing the purchaser (or successor-in-interest) to continue
- De Facto Merger: The Threat of Unexpected Successor Liability
“Our decisions addressing successor liability have recognized consistently that successor liability depends on a transfer of all, or substantially all, assets from predecessor to successor ”
- Understanding the Concept of Successor Liability - Harrison Law Group
When two companies enter into a formal consolidation or merger agreement, the successor will be liable for the debts and obligations of any non-surviving company Absent a formal merger agreement, there may be instances when a transaction amounts to a consolidation or merger even though the transaction has not been technically called a “merger”
- The “Substantially All” Requirement: A Momentary Concept
For IRS ruling purposes, “substantially all” means 90% of the net assets and 70% of the gross assets, while courts have applied a facts-and-circumstances test focused on operating assets
- AVOIDING SUCCESSOR LIABILITY IN AN ASSET SALE
the seller (depending on the type of entity) In an asset sale, a buyer may purchase all or substantially all of the assets of the seller 2 In a merger, pursuant to NRS 92A 250, the surviving entity assumes all the liabilities of the former entities 3 In a stock or membership sale,
- Successor Liability in Asset Acquisition Transactions
This is especially true where the transaction involves all or substantially all of seller’s business assets, some or all of seller’s equity owners continue as owners of buyer, and or seller will be dissolved after the transaction and thus will be unable to respond to claims of its creditors
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