The Concise Guide to Mergers, Acquisitions and Divestitures: by Robert L. Brown (auth.)

By Robert L. Brown (auth.)

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To recap: • Check for secured claims on all assets being purchased. • Avoid any express or implied assumption of liabilities. • Avoid any express or implied agreement to dissolve target after the acquisition. If target survives, the mere continuation theory cannot be applied. • Have a subsidiary, newly created if necessary, buy the assets. This will isolate the liabilities to one business. • Buy assets, not stock. This eliminates the chance of a de facto merger or consolidation. • Do not buy all the assets.

Employers who order plant closings or mass layoffs in violation of the law are liable to injured employees for one day of back pay for each day of violation, plus benefits under employee benefit plans. Back pay is calculated at the higher of the average wage during the last three years or the final wage. 26 LEGAL: PART 1 37 In cases of acquisitions, target is responsible for giving notice of any plant closing or mass layoff but only up to the closing. Thereafter, acquirer is responsible. Employees of target on the sale date are considered employees of acquirer.

Since CERCLA liability can be significant, it is important for acquirers in their due diligence to look carefully for environmental risks. For instance, a landowner can be liable for hazardous materials found on its land unless it was caused by an 34 THE CONCISE GUIDE TO MERGERS, ACQUISITIONS AND DIVESTITURES unrelated third party. In due diligence, acquirer must look for hazardous materials found not only on property owned by target but also on nearby and adjacent land. The EPA has taken a very aggressive position on successor liability.

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