Businesses of all types and sizes throughout the United States, Mexico and beyond bring their disputes to Gardere's litigation team and receive practical, responsive, boutique-style attention in return. Our clients have access to the firepower and value of a well-known and highly-regarded Firm's capabilities and interdisciplinary strengths.
Gardere has a national and international energy practice formed around our Energy Industry Team, which is a multidisciplinary group of approximately 60 attorneys with diverse backgrounds, experience and skills specific to the energy industry. Our team includes attorneys who have served as in-house counsel for major energy companies, providing a depth of insight into our clients' needs, issues and concerns. We understand and regularly practice in virtually every sector of the energy, and we represent a wide variety of industry participants from multinational corporations to individuals.
From our offices in the United States and Mexico, our International Practice helps clients operate in today’s global economy. We have more than 30 professionals operating as a boutique within an Am Law 200 law firm and are able to provide focused service with the resources of a large firm. We understand that clients who are engaged in the global marketplace need lawyers who can operate seamlessly across multiple jurisdictions. Our international experts are multi-lingual, are culturally fluent and intimately familiar with various legal systems across the world, especially those in Latin America. Whether you need help with commercial transactions, regulatory matters, customs and import regulations, immigration matters, M&A and joint ventures, international disputes, or international tax planning, Gardere’s international team is here to assist you.
We represent domestic and foreign private funds in all aspects of fund formation, fund operations, platform and add-on acquisitions, and portfolio company operations. Our team has a reputation for being the go-to-lawyers for private equity funds, hedge funds, venture capital funds and family offices. We are known for our vast deal experience, the efficient way we staff and manage our work, and the way we maintain our relationships. We get deals done with sophisticated, strategic, and practical advice tailored to the needs of our clients.
*Not admitted to practice law.
‘‘Mass torts’’ were once thought the province of companies whose products caused injury or were the result of a catastrophic occurrence (such as a release of pollution into the drinking water supply of a city). To deal effectively with strategies designed to prevent or minimize a mass tort, it is important to understand what mass tort litigation is. ‘‘ ‘Mass tort litigation’ emerges when an event or series of related events injure a large number of people or damage their property.’’ A mass tort is defined by both the nature and the number of claims; the claims must arise out of an identifiable event or product, affecting a very large number of people and causing a large number of lawsuits asserting personal injury or property damage to be filed.1 Classic examples of mass tort litigation include asbestos litigation, breast implants, Vioxx, and Love Canal. With the current ‘‘M&A boom,’’ the potential for an entity to acquire a mass tort in the wings looms large. While it may not be possible to eliminate every potential mass tort risk in a business transaction, there are a number of issues that companies and their counsel should consider.
II. LIABILITY AVOIDANCE TECHNIQUES
A. Deal Structure
1. Asset Acquisition. Perhaps the most effective deal structure for limiting a buyer’s liabilities is the direct asset acquisition. In such a deal, the buyer and seller specify which assets will be acquired and which liabilities will be assumed by the buyer. General ‘‘successor liability’’ law provides that an asset buyer does not assume unknown seller’s liabilities, unless they have been expressly assumed or fall into one of the exceptions. Despite this general principle, there are certain exceptions to be aware of. Virtually every state’s law recognizes a form of successor liability. The following lists the major exceptions:
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