This article examines certain key provisions in asset-purchase agreements that practitioners will want to pay attention to when purchasing assets in bankruptcy sales.
Good-Faith Deposits
Asset Sales Committee
Committees
A recent decision from the U.S. Bankruptcy Court for the District of Montana highlights the limits of the term “interests” under § 363(f) of the Bankruptcy Code and the limits of “good faith” under § 363(m). In In re Mountain Divide LLC, Case No. 16-61015-11 (Bankr. D. Mont.
Federal policy weighs heavily in favor of protecting the finality of sale orders in bankruptcy.[1] “It has been held that 11 U.S.C.
In re Thane: If It Walks Like a Duck and Quacks Like Duck, It Still Might Not Be an Assumed Contract
On Feb. 21, 2018, the U.S. Bankruptcy Court for the District of Delaware issued its opinion in Stanley Jacobs Prod. Ltd. v. 9472541 Can. Inc. (In re Thane Int'l Inc.).[1] The issue was whether an executory contract that was neither affirmatively assumed nor rejected was assumed and assigned in a § 363 sale transaction.
Orders approving the sale of assets in bankruptcy provide the required authorization for the disposition of estate property outside of the ordinary course of the debtor’s business.
On Oct. 24, 2017, the U.S. Court of Appeals for the Third Circuit in In re Pursuit Capital Management LLC[1] struck down an appeal as moot pursuant to a strict interpretation of Bankruptcy Code § 363(m) in large part due to the appellant’s failure to seek a stay of a sale order in the lower court.
State court receiverships have become a popular alternative to federal bankruptcy proceedings for the sale of distressed businesses.[1] In Wisconsin, Wis. Stats.
It is no secret that restaurants and bars have high mortality rates. When these businesses fail, liquor licenses are frequently the only remaining valuable asset. Liquor licenses are crucial to restaurants and other hospitality venues’ ongoing operations and can be worth a lot of money.
After a bankruptcy case closed, a third party (CVC) sued the purchaser (ADM) of property acquired from the debtors in a bankruptcy sale. CVC claimed that it had a right of first refusal (ROFR) with respect to the property. In response, ADM contended that the ROFR did not survive the “free and clear” bankruptcy sale.
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