Understanding the Fundamentals of Corporate Successor Liability in Asset Sales
For the past years, addressing successor liability claims in asset sales has always been placed in every company's front burner. However, with the ever changing legal landscape, managing these claims can be very challenging. Considering its varying risks, businesses are encouraged to exercise thorough due diligence in asset purchases.
In this two-hour LIVE Webcast, a panel of distinguished professionals and thought leaders assembled by The Knowledge Group will help the audience understand the complex aspects of this significant topic. They will also offer an in-depth discussion of the fundamentals as well as updates regarding the latest and significant issues surrounding Corporate Successor Liability in Asset Sales. Speakers will also offer best practices in avoiding successor liability pitfalls while remaining compliant with applicable laws.
Key topics include:
- Corporate Successor Liability in Asset Sales – An Overview
- Legal Framework and Exceptions
- Expanded Successor Liability for Pension and Other Employment-Related Obligations
- Recent Court Decisions (GM Decision)
- Successor Liability Pitfalls
- Possible Legal Challenges and Sanctions
- Risk Mitigation Strategies
Jamie H. Sklar, Partner
Bailey Duquette P.C.
- Brief overview of available structures in an M&A deal
- Asset Sales- General Rule on Seller's Liabilities
- Exceptions to the General Rule
- Practice tips for Buyers to avoid inadvertently assuming seller liabilities
Charles C. Shulman, Attorney
Roberts & Holland LLP
- Expanded Successor Liability for Pension Obligations (Recent Cases)
- PBGC Statutory Rules for Asset Sales
- Expanded Successor Liability for other ERISA and Employment Obligations
- Labor Law - Duty of Successor to Bargain in Good Faith
Michael St. James, Principal
St. James Law, P.C.
- Using Chapter 11 to eliminate successor liability
- Timing and scope of Sale Order, choice of Court issues
- Subsequent attacks on the Sale Order
- Known & unknown creditors
John B. Hutton, III, Shareholder
Greenberg Traurig, LLP
- Recent GM successor liability decision
Who Should Attend:
- In-house M&A Practitioners
- In-House Counsel
- Risk and Compliance Managers
- Compliance Professionals
- Merger and Acquisition Lawyers
- Account and Audit Preparers
- Securities Lawyers
- Revenue Authorities
- Private Companies
- Multinational Companies
- Other Related/Interested Professionals and Organizations
Charles C. Shulman, Roberts & Holland LLP, has substantial experience in employee benefits compliance and transactional work, advising on various issues relating to pension plans, 401(k) plans, ESOPs, 403(b) plans and other qualified and nonqualified plans. He works with clients on qualified plan compliance, voluntary correction programs, welfare plans, COBRA compliance, ERISA and fiduciary issues, deferred compensation, 409A requirements, equity compensation and other ERISA and executive compensation issues. Charlie has lectured and written on a wide variety of employee benefits and executive compensation issues, and he is co-author of West’s widely-used treatise: “Qualified Retirement Plans.”
Charles C. Shulman, Roberts & Holland LLP, has substantial experience in employee benefits compliance and transactional work, advising on various …
Jamie is a corporate attorney with an MBA who specializes in M&A, fund formation and corporate and commercial transactions. Jamie brings to his legal practice a solid understanding of valuation, financial statement analysis, corporate strategy, marketing and tax.
Before becoming a Partner at Bailey Duquette, Jamie served as a senior in-house lawyer at a multi-billion dollar registered investment manager of a global distressed/restructuring hedge fund and five global distressed/restructuring private equity funds. In this role, Jamie was primarily responsible for legal matters for the firm’s private equity platform (transactions, fund formation, finance and compliance) as well as employment matters and carried interest sharing plans on a global basis.
Previously, Jamie practiced in the M&A group of White & Case LLP in New York where he handled a large number of international finance and M&A transactions primarily for private equity funds. Prior to that he was in the M&A and securities group of Sidley Austin LLP where he worked on a broad range of M&A, fund formation, securities, finance and other corporate and commercial matters. Jamie serves both as transaction counsel and outsourced “in-house” counsel for private equity and hedge funds, as well as for portfolio companies and start-ups.
Jamie has held active business roles on several start-up ventures and is Chairman of the Board of Directors of F-dot Inc., a nonprofit company focused on economically favorable engagement of the New York business community with the consumer and talent markets of people with disabilities.
Jamie is a corporate attorney with an MBA who specializes in M&A, fund formation and corporate and commercial transactions. Jamie …
John B. Hutton III is a bankruptcy litigator, who has spent his entire career with Greenberg Traurig since joining the firm’s bankruptcy group in 1993. He has extensive experience representing debtors, trustees, secured and unsecured creditors, asset purchasers, indenture trustees and bondholders, across various industries, with a particular focus on real estate, hospitality and municipal finance/tax exempt bonds. John focuses on dealing with highly controversial and litigious matters, having litigated issues involving cash collateral, adequate protection, valuation, stay relief, feasibility and plan confirmation treatment. John is the former chair of the ABI Asset Sale Committee.
In his early years with the firm, John played a key role in the Southeast Banking Corporation bankruptcy case, one of the largest bank holding companies in Florida, which successfully returned over 100 percent to creditors, along with post-petition interest. He has also had multiple Committee representations, including Mission Health, where the recovery for unsecured creditors was increased from a projected 10 percent to 90 percent. The U.S. Trustee called it the "most aggressive" Committee she had seen in her career. John has extensive experience in handling indenture trustee and bondholder representations involving tax exempt community development district bonds and the issues arising in such cases. Prior to joining the firm, he completed a Federal District Court Judicial Clerkship.
John B. Hutton III is a bankruptcy litigator, who has spent his entire career with Greenberg Traurig since joining the …
Michael St James’ practice is limited to business bankruptcy and insolvency matters for the past 35 years. Mr. St. James represents debtors, landlords and creditors, principally in Chapter 11 cases, but also in other bankruptcy and insolvency contexts.
Mr. St. James has been afforded the designation “Board Certified – Business Bankruptcy” from the American Board of Bankruptcy Certification continuously since 1993. Mr. St. James has been certified as a “Legal Specialist – Bankruptcy” by the California State Bar continuously since 2006. Mr. St. James has been designated a “Super Lawyer” continuously since 2006, and a “Best Lawyer” continuously since 2007. Mr. St. James has published numerous articles and is a frequent speaker on business bankruptcy issues.
After 20 years of law firm practice, Mr. St. James shifted to a solo practice in 2000.
Michael St James’ practice is limited to business bankruptcy and insolvency matters for the past 35 years. Mr. St. James …
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NASBA Field of Study:
Finance - Technical
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About Roberts & Holland LLP
Organized more than fifty years ago, Roberts & Holland LLP is the largest law firm in the United States engaged primarily in the practice of tax law. Our clients and their advisors, aware that we limit our practice to tax and related matters, believe we have the broadest concentration of tax expertise of any law firm and are uniquely qualified to provide the professional services and technical support they need. Many of our clients rely upon us to augment their in-house tax capabilities to solve technical tax problems, structure intricate transactions and handle complex tax audit and litigation matters. An important part of our practice involves helping clients manage the constantly changing, increasingly complicated employee benefits area, including qualified and nonqualified plan compliance, multiemployer plan issues, ERISA fiduciary responsibilities, executive compensation matters, and employee benefit issues in connection with mergers and acquisitions.
About Bailey Duquette P.C.
Bailey Duquette P.C. is a New York-based law firm composed of experienced lawyers from leading international law firms. It provides exceptional value by combining the thorough and reliable legal counsel of BigLaw with the accessibility and partner attention of a smaller firm.
The clients of the firm range from institutional players like American Express and large private equity funds & hedge funds, to promising technology start-ups, galleries and artists. We love to partner with passionate, innovative and ambitious clients, irrespective of size and industry.
The firm's core practice areas include mergers & acquisitions, equity and debt financing, fund formation and compliance, corporate structuring, antitrust, commercial transactions (most frequently joint ventures, licensing, franchising, distribution, manufacturing, secured lending), intellectual property, privacy, employment, executive compensation, residential & commercial real estate, estate planning, taxation, as well as commercial litigation & arbitration.
With its breadth of services, business-first approach, and international profile, the firm often serves as de facto in–house counsel for many of its clients, including foreign clients conducting business in the US. We work closely alongside our clients to efficiently achieve their wide-ranging business, financial and operational objectives.
With a business background and experience as General Counsel in multiple industries, the principals are committed to providing cost-effective, pragmatic & highly personalized solutions.
About Greenberg Traurig, LLP
Greenberg Traurig, LLP is an international, multi-practice law firm with approximately 2,000 attorneys serving clients from 38 offices in the United States, Latin America, Europe, Asia, and the Middle East. The firm is No. 1 on the 2015 Law360 Most Charitable Firms list, second largest in the U.S. on the 2016 Law360 400, Top 20 on the 2015 Am Law Global 100, and among the 2015 BTI Brand Elite.
About St. James Law, P.C.
St. James Law, P.C., specializes in creative solutions to business problems affecting troubled businesses and their creditors. It represents creditors and landlords in all bankruptcy and insolvency contexts, finding the best business outcome for each unique situation, crafting practical solutions that resolve underlying problems. It also works with debtors directly and has earned a reputation for leading effective out-of-court work-outs and for successfully managing the Chapter 11 process where that proves necessary.
St. James Law, P.C. is adept at both the litigation and transactional aspects of an insolvency case. Most fundamentally, though, St. James Law, P.C. is known for its relentless, uncompromising and thoughtful representation of its clients, regardless of which side of the creditor/debtor divide they occupy. St. James Law, P.C. has been identified in “Best Law Firms,” a joint effort of Best Lawyers and U.S. News & World Report which uses multiple research components to rank law firms that excel in particular practice areas, continuously since 2012.