Transcription of Asset Acquisitions: Assuming and Avoiding Liabilities
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Asset Acquisitions: Assuming and Avoiding Liabilities
913 Asset Acquisitions: Assuming and Avoiding Liabilities Byron F. Egan* Table of Contents I. INTRODUCTION .. 914 II. WHETHER TO DO AN Asset purchase .. 917 A. Purchased Assets .. 917 B. Contractual 918 C. Intellectual Property 919 D. Governmental Authorizations .. 920 E. Assumed 920 F. Dissent and Appraisal Rights .. 923 1. Delaware Law .. 924 2. Texas Law .. 925 G. Income Taxes .. 926 H. Transfer Taxes .. 929 I. Employment Issues .. 930 J. Confidentiality Agreement .. 930 K. Exclusivity Agreement .. 930 L. Letter of Intent .. 931 III. SUCCESSOR LIABILITY .. 931 A. Background .. 931 B. The General Rule of Successor Liability .. 933 1. Express or Implied Assumption .. 935 2. De Facto Merger .. 935 * Byron F. Egan is a partner of Jackson Walker in Dallas, Texas. Mr. Egan is a member of the ABA Business Law Section s Mergers & Acquisitions Committee, serves as Senior Vice Chair of the Committee and Chair of its Executive Council and served as Co-Chair of its Asset acquisition Agreement Task Force which prepared the ABA Model Asset purchase Agreement with Commentary.
2012] ASSET ACQUISITIONS 917 II. WHETHER TO DO AN ASSET PURCHASE An acquisition might be structured as an asset purchase for a variety of reasons. It may …
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