asset acquisitions - Jackson Walker LLP

8. Transactional Publicity and AnnouncementsAgain recognizing the inevitable tension between your clients’ business objectives and yourrole in helping avoid unnecessary liability, your will want the client to announce that it has boughtcertain specified assets of the seller, or to announce that the “business” is under new management.In many of the cases discussed herein, the purchaser announced that, despite the sale, the businesswas in the same location, providing the same quality sales and service, and that the sale would notchange any of its operations. Those kinds of announcements, while perhaps being good for businessand goodwill, are likely to invite parties to whom the predecessor owed obligations to initiatesuccessor liability litigation against your client.9. Post-closing business operationsCounsel should advise that, to the extent that minimizing the risk of successor liabilities is amore important objective than maintaining the seller’s day-to-day operations (i) not all theemployees and managers be retained, (ii) the physical location of the product manufacturing facilitybe relocated, (iii) all communications with existing customers indicate that the plant is under newownership or management, and (iv) the seller be prohibited contractually from (a) dissolving or (b)distributing the sale proceeds to its shareholders.2525936v1Appendix C – Page 17