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A Primer for Successor Corporations on Avoiding Potential Product Liability Exposure
The first part of this article discussed traditional criteria for successor liability and the expanded theory of successor liability provided by the continuity of enterprise exception. The conclusion continues the discussion of expanded successor liability law pursuant to the product line exception.
Product Line Exception
The “product line” exception, originally created by the California Supreme Court in Ray v. Alad Corporation 19 Cal. 3d 22, 30 (1977), holds that even in connection with an asset sale, “a party which acquires a manufacturing business and continues the output of its line of products … assumes strict tort liability for defects in units of the same product line previously manufactured and distributed by the entity from which the business was acquired.” This exception has been relied upon in some jurisdictions to hold a successor corporation liable where it continues to produce a product line of the seller that caused the liability. Courts applying the product line exception will hold a successor liable where: 1) there has been a destruction of the plaintiff's available remedies because of the predecessor's sale and/or subsequent dissolution; 2) the purchaser is able to assume the original manufacturer's risk-spreading role through adjusting prices of the products in question; and 3) the purchaser enjoys the corporate goodwill of the predecessor associated with the product in question, thereby making it fair for the purchaser to assume the corresponding liabilities.
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Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Anti-Assignment Override Provisions
UCC Sections 9406(d) and 9408(a) are one of the most powerful, yet least understood, sections of the Uniform Commercial Code. On their face, they appear to override anti-assignment provisions in agreements that would limit the grant of a security interest. But do these sections really work?