法律情報
Assignment and Assumption: Requirements, Risks, and Best Practices
An assignment and assumption agreement does two things and cannot do a third. It assigns rights. Generally without anyone's consent, though the contract may say otherwise. It has the transferee assume obligations. The transferee becomes answerable for them. It does not release the transferor. That requires a novation, and a novation requires the counterparty's agreement. Nothing drafted between assignor and assignee accomplishes it. This is the point most often missed: a seller who signs a well-drafted assignment and assumption agreement remains liable on those contracts, sometimes for years, and learns it when the buyer fails to perform. Read the anti-assignment clause for what it actually does. Language prohibiting assignment gives the counterparty a claim for breach while the transfer still takes effect. Language voiding assignment means nothing transferred at all. Both appear in ordinary commercial contracts and they produce opposite outcomes. One exception worth knowing. Where the assignment secures financing, the UCC overrides contractual restrictions on assigning receivables. A clause that blocks an ordinary transfer may not block that one.
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What Is Factory Acquisition: Legal Strategy for NY Buyers
Factory acquisition in New York requires structured legal due diligence, environmental risk screening, and contractual protections. Buyers navigating industrial transactions must secure title, review operating permits, and address historical hazardous material liabilities. Early M&A counsel involvement helps mitigate operational exposure, protect invested capital, and deliver seamless closing terms under state mandates.
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IP and Tech Valuation: Complete Legal Guide for Businesses and Disputes
Master IP valuation with this legal guide covering patent strategies, software metrics, and litigation damages. Accurate intellectual property valuation is critical for resolving disputes and closing deals successfully.
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Corporate Ethics and Compliance: Procedures and Response
3 Priority Considerations in Corporate Ethics and Compliance Matters: Regulatory exposure and enforcement risk, internal control frameworks and documentation, and board-level accountability and disclosure obligations.Corporate ethics and compliance programs serve as the operational backbone of responsible business governance. For in-house counsel and senior management, the stakes are significant: inadequate compliance infrastructure exposes the organization to regulatory penalties, criminal liability for individuals, reputational damage, and shareholder litigation. This article examines the legal framework that drives compliance obligations, the practical mechanisms courts and regulators evaluate, and the strategic decisions that determine whether a program will withstand scrutiny.
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Business Entity Filing: Liability Risks in New York
A defective business entity filing in New York exposes founders to personal liability for corporate debts. Operating without a formal legal structure allows creditors to reach personal assets retroactively. Curing these compliance lapses before an acquisition requires specific statutory procedures. State authorities apply strict standards when reviewing undocumented partnerships and unregistered out-of-state operations.
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How Does Factory Noise Law Work in New York?
Understanding factory noise laws in New York helps facility owners and workers manage OSHA exposure limits, compliance requirements, and hearing loss claims. Under New York Workers' Compensation Law Article 3-A, employers face legal liability for occupational hearing loss caused by industrial sound exposure. Facilities must enforce strict hearing conservation programs to limit risks.
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