Assuming Liabilities/Debt in Transactions: Tricks & Traps - 2019

Originally presented on September 19, 2019

This program will provide you a practical guide to drafting for the assumption and limitation of liabilities in business and commercial transactions. It will cover the mechanics of assuming debt in a transaction, how it is identified, negotiated and documented. The program will discuss the related issue of how “bad conduct” carve-outs in indemnification and other limitation of liability provisions can defeat limitations on liability if the carve-outs are not carefully drafted. Successor liability in business transactions and techniques to avoid it will also be covered. This program will provide a real-world guide to handling debt and liabilities in transactions – identifying liabilities, negotiating and documenting their transfer or other treatment, and avoiding successor liability.

• Identifying and documenting the assumption of liabilities
• Successor liability and techniques to limit it
• “Bad conduct” carve-outs in indemnification and limitation of liability
• Risks of carve-out language being over-expansive and defeating liability protection
• Mistakes in the treatment of liabilities in transactions

Speakers: Steven O. Weise, Proskauer Rose, LLP, Los Angeles, CA

NOTE: This program was originally produced as a telephone seminar and is available on demand in streaming audio. This material qualifies for self-study credit only. Pursuant to Regulation 15.04.5, a lawyer may receive up to six hours of self-study credit in a reporting year. Self-study programs do not qualify for ethics, elimination of bias or Kansas credit.