Reference no: EM132831007

Use of this book and references from this book is mandatory

Scope of Successor Liability: Transferring the Assets (and Liabilities) of Target Co. to Bidder Co.

Discussion Board -

Part I: Please respond (at least 50 words) to the following scenario
Why is the most problematic form of business combination said to be one structured as an asset purchase?

Assignment - 350 words
After reading Chapter 3, please respond to the following questions:
Where possible, please support your responses with reference, cases or rulings.

1. In the case of a deal structured as an asset purchase, what is the general rule regarding successor liability?

2. What happens to Target's obligations under a lease if Bidder acquires Target by :
-direct merger
-reverse triangle merger
-sale of assets
-stock purchase

3. What is a non-assignment clause?

4. Where the acquisition is structured as a sale of assets, will the transaction trigger the non-assignment clause? Explain.

5. What about direct mergers and forward triangular mergers? Will these types of mergers constitute a transfer of lease obligations such that it triggers the non-assignment clause in the lease agreement? Explain.