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An Asset Purchase That Wasn’t—Beware the De Facto Merger Doctrine in Distressed M&A

Glenn D. West — Mon, 04 May 2020 15:19:07 +0000

It is a basic tenet of private company business acquisitions that buying assets from the target, rather than acquiring the equity of the target, allows the buyer to avoid taking on any of the target’s liabilities that are not expressly assumed. And, as a general rule, that is mostly right, as long as the buyer expressly disclaims any intent […]

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Supreme Court Rejects 546(e) Safe Harbor for “Conduit Transactions”

Private Equity Alert — Mon, 12 Mar 2018 09:00:54 +0000

Last week, in Merit Management Group, LP v. FTI Consulting, Inc.[1] the Supreme Court settled a split in the circuit courts, unanimously holding that the safe harbor provision created by 11 U.S.C. § 546(e), 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”), will not shield the recipient of a constructively fraudulent transfer from liability solely due […]

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Gary Holtzer Interviewed on Top Issues PE Firms Should Consider When Faced with Trouble

Global Private Equity Watch — Tue, 03 Mar 2015 18:45:15 +0000

Gary Holtzer, co-chair of Weil’s Business Finance & Restructuring Department, was interviewed by The Deal on what PE firms should consider when their portfolio companies become stressed or distressed. The interview, which took place at the 2015 TMA Distressed Investing Conference in Las Vegas on February 12, was conducted by The Deal’s Senior Editor of […]

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