About the Program:
Merely structuring a M&A deal as an asset purchase does not adequately protect the purchaser from the seller's liability. While the general rule in South Carolina is that a successor corporation that purchases the assets of a predecessor corporation is not liable for the predecessor's obligations and liabilities, purchaser's legal counsel should still be wary as South Carolina has essentially adopted the so-called “continuity of enterprise” and “de facto” merger exceptions to the general rule. Moreover, the IRS follows state law in determining whether tax liability follows to the purchaser and the S.C. Department of Revenue imposes tax liability in certain instances. Finally, although the S.C. Supreme Court has specifically rejected in name the “product line” (i.e., product liability) exception to the general rule, a strong and lengthy dissent in a relatively recent case may leave the issue open for further litigation.
Smith Moore Leatherwood, LLP
G.P. Diminich is a partner with Smith Moore Leatherwood, LLP firm. He is a Certified Specialist in Taxation Law, as well as a Certified Specialist in Estate Planning and Probate Law. Mr. Diminich is a past legal writing instructor for the University of South Carolina School of Law and was an editor for the Southeastern Environmental Law Journal. He is a member of the Charleston County, Berkeley County and American Bar associations (member - Taxation, Real Property, Probate and Trust Law; and Business Law sections); the South Carolina Bar (member - Tax Law; Probate, Estate Planning and Trust Law; and Corporate, Banking and Securities Law sections), the Charleston Estate Planning Council, and the Charleston Tax Roundtable. Mr. Diminich is past president of the Charleston Tax Council, admitted to the U.S. Tax Court and a Certified Circuit court Mediator. He earned his B.A. degree, with honors, from Davidson College; his J.D. degree from the University of South Carolina School of Law; his I.M.B.A. degree from the University of South Carolina Moore School of Business; and his LL.M. degree (in Taxation) from the New York University School of Law. Mr. Diminich is also holds the CFP® certification.
This seminar qualifies for 1.0 MCLE credit hour, including up to 1.0 Taxation Law Specialization credit .
This seminar is Intermediate to Advanced Level.
Note: When submitting your compliance reports to the SC Commission on CLE and Specialization, please use this course code: 180571ADO