Inside M&A - March/April 2011

Contents

• Successor Liability in an Asset Sale: Court Holds Purchaser Liable for Seller's Delinquent Contributions to a Multiemployer Plan
• Increased Occurrence of Split-up of Pension Plans in the M&A Context
• Be Aware of the EU Watch Dog: Commission Blocks Merger Between Aegean Airlines and Olympic Air
• New Perspectives and Opportunities for Turnaround Investors in Germany
• IRS Provides Safe Harbor for Allocating Success-Based Fees

Successor Liability in an Asset Sale: Court Holds Purchaser Liable for Seller's Delinquent Contributions to a Multiemployer Plan
by Jonathan J. Boyles

A federal appellate court recently held that a purchaser in an asset sale was liable for a seller's unpaid contributions to a multiemployer plan. In Einhorn v. M.L. Robertson Construction Company, a panel of the U.S. Court of Appeals for the Third Circuit held that liability attached if the purchaser was aware of the liability and there was a sufficient continuity of