WEEK 11 & WEEK 3

Week 3 - Discussion

Week 3 - Discussion

Part I: Please respond (at least 50 words) to the following scenario by midnight Thursday:

Why is the most problematic form of business combination said to be one structured as an asset purchase?

Part II: Return to the Discussion Board Sunday, not later than 11:55 p.m.. Review the postings of your classmates and post a meaningful response to at least two postings.

Unit 3 Assignment

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.