WebCredenza 2025 Successor liabilities in business transactions

It’s axiomatic that the sale of an asset does not carry with it the seller’s liabilities apart from any liability that may attach to the asset itself, such as a lien. But there are substantial exceptions to this rule. In many instances, the asset buyer becomes liable, by operation of law, for the seller’s assets. If this liability arises, it can easily undo the basic economic assumptions of the parties entering the transaction. This program will provide you with a real-world guide to identifying the risks of successor liability in transactions, including liability under common and statutory law, bankruptcy law, and discuss drafting techniques to reduce the risk of successor liability.

• Fact patterns giving rise to successor liability – business continuation, fraud, product line continuation, and more.
• Buyer liability at UCC Article 9 foreclosure sales.
• Successor liability under federal employment and environmental statutes and under state sales/use tax law.
• Drafting techniques to limit or eliminate the risk of liability.

Opinions and positions stated by presenters of MoBarCLE programs are those of the presenters and not necessarily those of The Missouri Bar. This program is intended as information for lawyers in Missouri, in conjunction with other research they deem necessary, in the exercise of their independent judgment.