News & Analysis as of

Acquisitions Successor Liability Mergers

Kilpatrick

5 Key Takeaways 2025 SALT Summer Update

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Kilpatrick’s David Hughes and Jordan Goodman recently presented a “2025 SALT Summer Update” in association with AGN International - a worldwide association of separate and independent accounting and advisory businesses who...more

Paul Hastings LLP

DOJ’s M&A Safe Harbor Highlights Importance of Post-Close Due Diligence and Integration

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On June 16, the U.S. Department of Justice’s (DOJ’s or Department’s) National Security Division (NSD or Division) announced they had declined to prosecute the private equity firm White Deer Management LLC for violations of...more

Morris, Manning & Martin, LLP

Successor Entity Liability for Violations of the Occupational Safety and Health Act

Anyone engaged in the buying and selling of businesses should be aware that acquiring a company that has been cited for health and safety violations could result in the assessment of increased penalties against the successor...more

Husch Blackwell LLP

Michigan Issues Updated Guidance on Successor Liability

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The Michigan Department of Treasury recently issued updated guidance addressing successor liability in response to Mertz v. Dep’t of Treasury [Dkt. No. 365480 (June 13, 2024)], a recent case before the Michigan Court of...more

Benesch

How DOJ’s Safe Harbor Policy Alters the Calculus for M&A Due Diligence

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Since at least the adoption of the organizational Federal Sentencing Guidelines in 1991, the government has encouraged companies to adopt an effective compliance program that prevents and deters misconduct....more

Ogletree, Deakins, Nash, Smoak & Stewart,...

DOJ Official Cites Old West ‘WANTED’ Posters in Announcement of New Whistleblower Monetary Awards Program

On March 7, 2024, Deputy Attorney General Lisa Monaco said that the U.S. Department of Justice (DOJ) will test out a program to pay whistleblowers if they provide information on serious financial crimes and foreign and...more

DarrowEverett LLP

Don’t Let Bad Indemnity Provisions Become Your Environmental Disaster

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Successor liability is a phrase that corporate officers hope to never have to utter to their board of directors or shareholders. Unfortunately, it’s a common phrase in environmental litigation and a need-to-know concept in...more

McAfee & Taft

Buying a business? Don’t buy an employment lawsuit

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When acquiring a business, companies sometimes unwittingly buy an employment lawsuit. Recently, the 10th Circuit – the federal appeals court that applies to Oklahoma employers – explained when a successor business can be held...more

Parker Poe Adams & Bernstein LLP

Tenth Circuit Case Points Out the Need for Employment Due Diligence in Merger and Acquisition Deals

We once had a client opine that he was looking to acquire a new business and not a lawsuit to go along with it. The risk of buying a company with poor human resource practices or pending claims should make review of labor...more

Latham & Watkins LLP

Big-Ticket Fines and Veil-Piercing Cases Raise Portfolio Company Liability Risks for PE Parents

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How can private equity firms identify and mitigate inherited liability risk from vulnerable portfolio companies? Ongoing big ticket regulatory fines coupled with high profile corporate veil cases indicate that private...more

Allen Matkins

Court Of Appeal Finds No Successor Liability Following Purchase Of Assets

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Buyers of assets typically like to pick and choose the assets and liabilities that they will acquire. In general, the law permits this. Thus, a corporation that purchases the principal assets of another corporation, will not...more

Nutter McClennen & Fish LLP

M&A 101: Basic Considerations in Transaction Negotiations

Q: What are the key considerations related to any deal structure? There are four: tax effects, transfer of liability, third party consents, and shareholder approval. Tax effects from transactions can be complex and are...more

Williams Mullen

Data Due Diligence In M&A Transactions: Data Quality and Liability

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As data is quickly becoming a significant corporate asset, lawyers in corporate transactions need to consider the associated legal risks. Failure to understand and address these risks can result in significant future costs to...more

Cozen O'Connor

8th Circuit Reverses to Uphold Successor Liability Defense, Highlighting The Importance of Consistent, Clear Descriptions Of...

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On April 5, the Court of Appeals for the Eighth Circuit wiped out a jury verdict in a products liability action and $13 million punitive damages award against a manufacturer and its wholly owned subsidiary on the basis that...more

BCLP

Privacy Due Diligence In A Merger Or Acquisition: A How-To Guide

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The FTC can hold an acquirer responsible for the bad data privacy practices of a company that it acquires. Evaluating a target’s data privacy practices, however, can be daunting and complicated by the fact that many “data”...more

Foley & Lardner LLP

Employment Authorization Issues Arising From Corporate Restructuring

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American business experienced a near record number of mergers and acquisitions in 2016, and this trend is likely to continue in 2017. Such corporate transactions raise a number of legal issues, including employment issues....more

Troutman Pepper Locke

[Webinar] 28th Annual Employee Benefits Seminar - September 21st, 8:20am Central / 9:20am Eastern

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Program Highlights Please join the Locke Lord Employee Benefits and Executive Compensation Group for our 28th annual employee benefits seminar via webinar.  Our attorneys will provide an overview of current developments...more

Zelle  LLP

Employment Law Issues in Mergers and Acquisitions

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Last week, Microsoft announced its purchase of LinkedIn for $26.2 billion. This acquisition is interesting for a number of reasons, and is very likely to affect the future of professional social networking. It also got us...more

Adler Pollock & Sheehan P.C.

Mergers & Acquisitions Glossary

This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more

Proskauer - Corporate Defense and Disputes

DOJ Releases Second FCPA Opinion of 2014

The U.S. Department of Justice recently publicized its second Foreign Corrupt Practices Act Opinion Procedure Release of 2014. In the Release, the DOJ reiterated that an acquiring company may not inherit FCPA liability when...more

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