Minnesota Law Review
The phrase mergers and acquisitions, or M&A for short, signifies both the business activity of growing (or divesting) corporate operations and the legal rules surrounding that activ- ity. One typical acquisition technique is the purchase of busi- ness assets by one company from another. Indeed, General Mo- tors and Chrysler utilized this transactional structure in their bankruptcy reorganization following the recent global financial crisis, with the United States Government as a part owner of the purchasing entities.1 Asset sales transactions have various benefits, one of which is that the purchaser presumptively does not assume any of the seller‘s liabilities as part of the purchase transaction. With respect to this ability to purchase assets without also assuming liabilities, the Supreme Court declared over 120 years ago that ―[t]his doctrine is so familiar that it is surprising that any other can be supposed to exist.
John H. Matheson, Successor Liability, 96 Minn. L. Rev. 371 (2011), available at http://scholarship.law.umn.edu/faculty_articles/102.