Court Rejects Substantial Continuity Test for Successor Liability
Client Alert | 1 min read | 09.22.14
In U.S. ex rel. Bunk v. Birkart Globalistics, the U.S. District Court for the E.D. of Virginia heldthat the "traditional rule," and not the more relaxed "substantial continuity" test prevalent in the labor context, governs whether a successor in interest can be held responsible for damages and penalties assessed under the False Claims Act against its predecessor (though acknowledging that the courts are split overwhich test applies). Under the "traditional" rule, the successor in interest does not assume the liabilities of the corporation from which it acquires the assets unless the plaintiff can establish that one of four exceptions applies: (1) the successor expressly or impliedly agreed to assume suchliabilities, (2) the transaction can be considered a de facto merger, (3) the successor can be considered "a mere continuation of the predecessor" (meaning that only one corporation remains, with identical stock, stockholders, and directors), or (4) the transaction was fraudulent.
Insights
Client Alert | 6 min read | 09.11.25
U.S. Department of Commerce Partially Relaxes Export Controls on Syria
On August 28, the U.S. Department of Commerce Bureau of Industry and Security (BIS) published a final rule that modifies the Export Administration Regulations (EAR) to reduce the number of export control restrictions on Syria, in alignment with Executive Order 14312, Providing For The Revocation of Syria Sanctions. The key adjustments made by this rule include the addition of new or expanded license exception eligibility for exports and reexports to Syria (which significantly broadens the number of items that can be exported or reexported to Syria) and the adoption of more permissive license review policies for exports and reexports to Syria.
Client Alert | 9 min read | 09.11.25
Client Alert | 1 min read | 09.10.25
Client Alert | 7 min read | 09.10.25