Avoiding Successor Liability for Energy Asset Purchases: Negotiating and Drafting Provisions for Buyers and Sellers
Federal Regulations and Key Rules, Allocating and Managing Risks in Structuring Transactions
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will guide energy and M&A attorneys through critical negotiation and drafting techniques to avoid successor liability for energy asset purchases. The panel will discuss federal and state law considerations, essential provisions when structuring transactions for both buyers and sellers, allocating and managing risks, and other crucial matters in purchasing energy assets.
- Successor liability in energy asset purchases
- Environmental laws
- Federal and State Permits
- De facto merger/mere continuation
- Fraudulent transfer risk
- Tactics to minimize risks
- Due diligence
- Key contract provisions
- Reps and warranties insurance
- Purchase price adjustments
- Purchases in Bankruptcy /Section 363 sales
- Sale “free and clear” under Section 363(f)
- “No successor liability” provisions
- Limits of bankruptcy protection
The panel will review these and other key issues:
- What are the circumstances under which asset buyers may be held liable as successors for energy asset purchases?
- What facts and circumstances unique to the energy industry impose successor liability for energy asset purchases?
- What are the primary considerations for counsel when assessing whether to advise a client to proceed with an asset purchase instead of a stock acquisition or merger transaction?
- Best practices for deal counsel to mitigate the risk of successor liability when negotiating an energy asset purchase agreement.
Michael J. Madden
Hunton Andrews Kurth
For over two decades, Mr. Madden has advised energy developers and investors in their finance, mergers and... | Read More
For over two decades, Mr. Madden has advised energy developers and investors in their finance, mergers and acquisitions, and project development matters. He has vast experience in a number of energy assets, including electric generating facilities (fossil fuels and renewable sources), natural gas pipelines, offshore drilling platforms, oil refineries and industrial equipment.Close
Robert A. Rich
Hunton Andrews Kurth
Mr. Rich's practice focuses primarily on representation of corporate debtors, secured and unsecured creditors,... | Read More
Mr. Rich's practice focuses primarily on representation of corporate debtors, secured and unsecured creditors, indenture and securitization trustees, lessors, and other parties in interest in Chapter 11 bankruptcies and bankruptcy-related litigation.Close