After reading Chapter 3, please respond to the following questions:

Mergers and Acquisitions

1. How would Mr. Ruiz’s claim (a product liability claimant) be treated if the acquisition of Custom Stainless Equipment Corp. (Target Co.) had been structured as

a. A direct merger?

b. A stock purchase?

c. A triangular merger? Does it matter to your analysis of this question if the merger is structured as a reverse vs. a forward triangular merger?

2. What happened to the company’s assets when Custom Stainless Equipment Corp. was dissolved?

3. In the principal case, Mr. Ruiz did not sue the shareholders of Custom Stainless Equipment to recover from them. Why not?

4. What is the choice of law problem that confronts the court in this case?

5. What is the public policy concern raised by long-tail claimants such as Mr. Ruiz?

6. How should the law address this public policy concern? What is the role of the courts in this area of the law?

7. How can a Bidder in an asset acquisition — or for that matter, in structuring any acquisition, regardless of the method used to complete the transaction — minimize Bidder’s risk of unexpected liabilities (such as the claim presented by Mr. Ruiz)?

8. What is the general rule on transfer of a corporation’s liabilities when it sells all of its assets to Bidder? (write in atleast 150 words)

No Plagiarism; APA Format Reference for everything;

Book – Maynard, T. (2013). Mergers and acquisitions: Cases, materials, and problems (3rd edition). New York: Wolters Kluwer Law and Business. ISBN: 978-1-4548-1896-0.

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