The Indiana Court of Appeals recently expanded the de facto merger principles to impose successor liability on the purchaser of assets in New Nello Operating Co., LLC v. CompressAir. The de facto merger doctrine is an exception to the general rule that the purchaser of assets is not responsible for the seller’s liabilities absent fraud or an agreement to assume the liability. In New Nello, the Court concluded that the purchaser of assets in a strict foreclosure sale was responsible for certain liabilities of the seller, notwithstanding that there was no overlapping ownership between the companies.

Using Letters of Intent, Memorandums of Understanding, Term Sheets, and other preliminary documents are key to negotiating complex transactions as discussed in a recent Forbes article.

Using Letters of Intent, Memorandums of Understanding, Term Sheets, and other preliminary documents are key to negotiating complex transactions as discussed in a recent Forbes article.

2020 has been (and no doubt will continue to be) like riding a roller coaster in a hurricane. Fortunately, for the IndyBar, we have a committed membership that has responded in amazing ways. While the pandemic will affect the practice of law for years to come, we can all be proud of the work our association did to respond in positive and uplifting ways. In a non-COVID year, we would typically recognize our IndyBar award winners at our annual Recognition Breakfast — typically a packed event with comradery and good cheer. Like many things this year, we will recognize our award winners in different (but no less important) ways.

2020 has been (and no doubt will continue to be) like riding a roller coaster in a hurricane. Fortunately, for the IndyBar, we have a committed membership that has responded in amazing ways. While the pandemic will affect the practice of law for years to come, we can all be proud of the work our association did to respond in positive and uplifting ways. In a non-COVID year, we would typically recognize our IndyBar award winners at our annual Recognition Breakfast — typically a packed event with comradery and good cheer. Like many things this year, we will recognize our award winners in different (but no less important) ways.

With indemnification claims on the rise over the past few years (see  AIG’s 2020 claims intelligence report available here), check out this recently presented CLE regarding Indemnification Provisions and Limitations in M&A Transactions for an overview of indemnification provisions terms and handling indemnification claims.

With indemnification claims on the rise over the past few years (see  AIG’s 2020 claims intelligence report available here), check out this recently presented CLE regarding Indemnification Provisions and Limitations in M&A Transactions for an overview of indemnification provisions terms and handling indemnification claims.

As 2020 ticks to a close, IndyBar sections and divisions are in the process of evaluating their committee rosters and determining vacancies for 2021. Now is the perfect time to indicate your interest in serving on a committee. While space is limited, every effort will be made to involve anyone expressing interest in some capacity.

As 2020 ticks to a close, IndyBar sections and divisions are in the process of evaluating their committee rosters and determining vacancies for 2021. Now is the perfect time to indicate your interest in serving on a committee. While space is limited, every effort will be made to involve anyone expressing interest in some capacity.

The Business Law Section recently hosted a program covering drafting and negotiating remedies provisions in commercial contracts. Here are the things you should remember.