Buyer Beware: Issues and Strategies for Addressing Dangers in Acquiring Financially Distressed Companies


COVID-19 and the resulting downturn economy presents opportunities for well-capitalized businesses to acquire troubled or failing companies, which mere months ago were fiscally sound. However, buyers must beware that the opportunity to acquire companies at bargain prices may include the unwitting assumption of the seller’s debt and liabilities – even if acquired through an asset sale. Join our panel for a discussion of legal theories holding buyers responsible for a seller’s liabilities, drafting and negotiation strategies to protect buyers, and post-sale options available under the bankruptcy code. Topics covered include:

  • de facto merger / mere continuation theory;
  • implied assumption of debt;
  • fraudulent transfers;
  • pre-negotiation agreements; and
  • asset purchase agreement provisions.


  • Thomas B. Fiddler | Partner, White and Williams LLP


  • Morgan S. Birch | Associate, White and Williams LLP
  • Lori S. Smith | Partner, White and Williams LLP
  • Amy E. Vulpio | Partner, White and Williams LLP

Click here for the recorded program.


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