USA – OHIO Trends and Developments Contributed by: John F Petrony, Petrony Law, LLC
and other hallmarks of fraud laid out in, for example, fraudulent conveyance laws, are avoided. It appears that the best way to avoid the de facto merger and mere continuation exceptions is through proper and careful planning and deal structuring by qualified counsel. These exceptions require extra attention in situations involving any of the following: • a financially troubled seller; • where there are questions about the adequacy of consideration; • there is some commonality of ownership between the selling and buying entities; or • where the seller will be dissolving fairly rapidly post-closing. Lastly, buyers should familiarise themselves with the rules surrounding potential successor liability for the seller’s Ohio income and excise taxes. Proper dili - gence should then be completed as to the scope of the seller’s accrued and unpaid taxes. Once this amount is properly quantified, the buyer should ensure that its holdback or escrow is of an adequate amount and duration to account for this exposure.
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