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Structuring Transactions

Structuring Asset Transactions
In an asset purchase, will the buyer be able to avoid all liabilities that it doesn’t expressly agree to assume?

The general rule is yes, but there are three primary exceptions:

  • Mere continuation (when the purchaser is basically the same company as the seller)
     
  • A consolidation or merger of the buyer or seller—by law (de jure) or in fact (de facto)
     
  • A fraudulent transaction through which the seller is avoiding its liabilities