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Posted On: 02/17/2022 11:53:48 AM
Post# of 145836
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Re: craigakess #118377
Quote:
I am not quite sure that some here understand what liability in a "limited liability company" means, so I will try to explain.
I took these two paragraphs from an article by Cenkus Law I found online that fits this discussion:
Even when the company acquired is operated as an LLC, a buyer will be responsible for certain liabilities of the selling company despite structuring the deal as an asset purchase and despite specifically excluding those liabilities from the deal. This area of the law is called “successor liability” because the buyer, as successor to the seller with respect to the acquired assets, is held liable for certain obligations of the seller by law. It is also sometimes called “transferee liability.”
In the late 1970s, the California courts created the product line exception to successor liability. This carve out to the general rule applies to product injury lawsuits.
The product line exception imposes successor liability on a buyer of a business for pre-closing product liability claims against the purchased business in the event that the following things are true:
The plaintiff’s recourse against the seller was frustrated by the buyer’s acquisition of the dissolved seller’s business
It is fair to require the buyer to assume responsibility of these liabilities because the buyer acquired the goodwill of the seller, and
The buyer continues to manufacture and sell the same products that the seller sold (later California courts have ruled this is not a critical requirement).
I realize technically, we "buy" the services of the CRO, but the trial data and the way they gather it is in fact a "product"
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