Description
Task 3
Chapter 3. Scope of Successor Liability: Transferring the Assets (and Liabilities) of Target Co. to Bidder Co.
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.
Submission Instructions : Submit your written responses to the Unit 3 by attaching the report file in the Assignment Files of this lesson by midnight, Sunday.
need elobrated answer to each question
Task 2
Complete the following assignment in one MS word document:
Chapter 10 –discussion question #1 & exercise 5 & 7
When submitting work, be sure to include an APA cover page and include at least two APA formatted references (and APA in-text citations) to support the work this week.
All work must be original (not copied from any source).
Questions for Discussion
- Based upon the current state of the art of robotics ap[1]plications, which industries are most likely to embrace robotics? Why?
Exercise
5. Conduct online research to find at least one new robotics application in customer service. Prepare a brief summary of your research: the problem addressed, technology summary, results achieved if any, and lessons learned.
7.Conduct research to identify the most recent develop[1]ments in self-driving cars.
Explanation & Answer
Attached. Please let me know if you have any questions or need revisions.
Running head: ASSETS PURCHASE AND NEW TECHNOLOGIES
Assets Purchase and New Technologies
Students’ Name
Institutional Affiliation
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ASSETS PURCHASE AND NEW TECHNOLOGIES
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Assets Purchase and New Technologies
Deal Structured in an Asset Purchase.
Business buyers prefer to structure the deal based on asset purchases to avoid being
controlled or getting stuck with the sellers' liabilities. The general rule that guides the successor
liability in deal structured asset purchase is that the party is allowed to breach the contract
agreement signed when purchasing the asset. When purchasing an asset, a deal structure refers to
a binding agreement between the parties, and it outlines the obligations and rights of both parties
(Gambetti & Musso, 2017). Moreover, it states what each party is entitled to; thus, it is outlined
terms and conditions for purchase.
Target Obligations
The target obligations refer to the duties supposed to be performed by a party according
to the agreement between them when they were merging as a company (August, 2018). When
the bidder acquires the merger directly without using a subsidiary, the party is supposed to
perform fully all the duties expected from the company according to the agreement.
In the reverse triangle merger, the subsidiary has only one shareholder that is the acquiring
company. In this case, the company can access and control the target's non-transferable contracts
and assets. When the bidder purchases the assets from the seller, the business seller chooses one
type of sale over the others depending on the reasons (August, 2018). In this case, the seller
remains the assets' legal owner as the acquirer buys individual assets such as goodwill,
equipment, and inventories. The asset sale fails to capture buying the targets cash, and sale is
based on debt-free and cash-free. When the bidder acquires the target by stock purchase, the
buyer selects given stock and buys them, thinking that they will go with a value over time
(August, 2018). The acquirer's target obligation is to sell the stock at a later date to earn a profit.
ASSETS PURCHASE AND NEW TECHNOLOGIES
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Non-assignment Clause
The non-assignment clause refers to a situation in which none of the parties having the
contract can assign or transfer any obligation to the third party without informing the other party.
When seeking the other parity's consent through writing, it means that the agreement no longer
holds its condition and obligation as per the former state. In circumstances where the acquisition
is structured as a sale of an asset, the transaction may fail to trigger the non-assignment clause in
that the buyer owns the asset and the person has the right to sell them to the third party without
the seller's consent (Gambetti & Musso, 2017). When the assets are sold to the buyer, the person
fully owns the asset for the stipulated time as per the contract. Alternatively, for the cases where
the buyer has obtained the property through a reverse triangular merger, the law allows the
person to obtain the asset that is non-transferable to the seller. Through this, the buyer can sell
the assets without informing its partner since the person rightfully owns the properties, but for
movable assets, the buyer has to inform the seller (Gambetti & Musso, 2017). Concerning the
stock purchase, the buyer can sell the stock to the thi...
