Product Details
THIS ONDEMAND PROGRAM IS NOT ELIGIBLE FOR ACCREDITATION OUTSIDE OF
SOUTH CAROLINA.
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
Mandatory MCLE Credit Hours
This seminar qualifies for 1.25 MCLE credit hours, including up to 1.25 Taxation Specialization credit hours.
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 2025, please use this course code: 250770ADO.
Tags
The South Carolina Bar is an accredited CLE provider in South Carolina only. Attorneys are responsible for seeking their own credit in other jurisdictions.
Disclaimer: The views expressed in CLE programs and publications do not necessarily reflect the opinions of the South Carolina Bar, its sections, or committees.
The South Carolina Bar believes that all Bar members have the right to both meaningful learning and to the exchange of ideas in a civil environment. The Bar reserves
the right to remove or exclude any person from a Bar event if that person is causing inappropriate disturbance, behaving in a manner inconsistent with accepted standards
of decorum, or in any way preventing fellow Bar members from meaningful participation and learning.
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