Assumed Liabilities Asset Purchase Agreement

A common feature of the causes of fraud is the lack of adequate consideration, i.e. the purchase price is abnormally low. Some courts have imposed inheritance liability on buyers of business assets under a theory known as de facto merger. As the name de facto merger indicates, the courts find that, in some cases, the purchase of assets is in fact a merger. Mergers, such as share purchases, transfer all liabilities from the seller to the new buyer, because assets and liabilities are not actually affected, only the ownership of the business is affected….