Successor Liability Issues in Mergers and Acquisition Transactions: Key Contractual, Tort, Environmental & Tax Liability Management Out of Stock
About the Seminar
Merely structuring a M&A deal as an asset purchase does not adequately protect the purchaser from the seller's liability. While the general rule in South Carolina is that a successor corporation that purchases the assets of a predecessor corporation is not liable for the predecessor's obligations and liabilities, purchaser's legal counsel should still be wary as South Carolina has essentially adopted the so-called continuity of enterprise and de facto merger exceptions to the general rule. Moreover, the IRS follows state law in determining whether tax liability follows to the purchaser and the S.C. Department of Revenue imposes tax liability in certain instances. Finally, although the S.C. Supreme Court has specifically rejected in name the product line (i.e., product liability) exception to the general rule, a strong and lengthy dissent in a relatively recent case may leave the issue open for further litigation.
Speaker: G.P. Diminich
This is an Intermediate Level Program.
Note: When submitting your compliance reports to the SC Commission on CLE and Specialization, if you completed this in 2022,please use this course code: 223038ADO.
Note: When submitting your compliance reports to the SC Commission on CLE and Specialization, if you completed this in 2023, please use this course code: 231499ADO.