Sender: <marv@lancaironline.net>
To: lml@lancaironline.net
Date: Wed, 22 Aug 2007 12:18:59 -0400
Message-ID: <redirect-2278492@logan.com>
Received-SPF: pass
 receiver=logan.com; client-ip=198.36.178.142; envelope-from=JJHALLE@stoel.com
Content-class: urn:content-classes:message
MIME-Version: 1.0
Content-Type: text/plain;
	charset="iso-8859-1"
Content-Transfer-Encoding: quoted-printable
Subject: RE: [LML] Another unhappy Vision Micro customer
Thread-Topic: [LML] Another unhappy Vision Micro customer
Thread-Index: Acfko9CNl8EnQanZQLKSTGFUXAjBugALfpf6
References: <list-2277753@logan.com>
From: "Halle, John" <JJHALLE@stoel.com>

Bruce wrote:

"Business Law 101.

When one company buys another, as JPI did to VMS, unless the Purchasing =
company bought the assets of the sold company through a bankruptcy =
proceeding, the purchasing company is responsible (liable) for all the =
debts, contractual promises, and obligations of the acquired company. I =
don't recall VMS going through bankruptcy, so my advice is to hit VMS =
and JPI with a small claims suit. If nothing else, it will get their =
attention."

=20

Hope they fired that prof.  When one company buys the assets of another, =
with very limited exceptions, it is on the hook only for the liabilities =
it specifically assumes.  When one company buys the stock of another =
company, it gets the whole thing, warts and all but the liabilities of =
the acquired company do not become the liabilities of the acquiring =
company unless the two are merged.  When one company acquires another by =
merger, the assets and liabilities of the merging companies become the =
assets and liabilities of the surviving company but the liability issue =
is dealt with by causing the acquired company to merge into a subsidiary =
of the acquiring company, thereby preserving the separate identity of =
the two businesses.

In all of these cases, post-closing liabilities are the liabilities of =
whatever company incurred them.