Fairness & Solvency Opinions Shouldn't Be Overlooked Amid Restructuring Wave
Asset Protection 101: Are You and Your Family Protected from Litigation, Creditors, and Divorce?
Bill on Bankruptcy: Rakoff Reverses Himself in Madoff Case
When a business has been hit with substantial tax liability, it can often be tempting to pack things up and abandon the business. Often, taxpayers consider the possibility of opening a new business in its place, as a means...more
This CLE course will guide deal counsel in drafting and negotiating asset purchase agreements. The panel will discuss legal considerations when negotiating representations and warranties, indemnities, covenants, closing...more
Generally, the purchaser of assets does not assume the liabilities of the seller. Successor liability, however, is an exception to the general rule. Under the successor-liability doctrine, the IRS may seek to recover unpaid...more
Hiya folks, and welcome to the inaugural installment of our new series giving you a quick recap of what’s happened in the world of Texas taxes in the month gone by. Let’s get started!...more
So, the Texas Comptroller of Public Accounts (“Comptroller”) says you owe state tax. If the deficiency determination hasn’t yet become final, you still may be able to challenge the underlying tax liability (for more on that,...more
Most business acquisitions are structured as purchases of assets in order to insulate the buyer from exposure to the liabilities of the seller. While that is generally an effective strategy, there are exceptions and nuances...more
Many asset deals have hidden risks that can prove costly for buyers if not addressed prior to closing the transaction, particularly in a distressed transaction where the seller may be unable to satisfy retained liabilities...more
On September 19, 2019, the U.S. Court of Appeals for the Eighth Circuit affirmed a lower court’s conclusion that a purchaser at a private foreclosure sale has no successor liability to a debtor’s unpaid creditors. ...more
We have been tracking an ongoing reinsurance matter in which Odyssey Reinsurance Co. obtained a $3.2 million default judgment against Cal-Regent Insurance Services Corp. and Pacific Brokers Insurance Services (PBIS) as a...more
The Nevada legislature has gone a long way to insulate directors of Nevada corporations from liability. Directors, however, are not entirely immune as was recently illustrated in Judge Barry Ted Moskowitz' recent ruling in...more
You open the paper to discover that a “new business”- NewCo has opened at the same location as a current borrower (OldCo). Upon further investigation, you drive by the former business location of OldCo and there is different...more
In This Issue: - March 9, 2012: Publication of Dynegy Examiner’s Report - March 29, 2012: SDNY Rules That 363 Sales May Not Be Free and Clear of Future Claims - May 15, 2102: Eleventh Circuit Rules in...more