In her Distress Mergers & Acquisitions column, Corinne Ball, a partner at Jones Day, writes: Unfunded pension and retiree health obligations are a frequent driver of the so-called 363 sales. But as demonstrated by the recent ruling against Japanese firm Asahi Tec following the 363 sale of its U.S. subsidiary Metaldyne, the Pension Benefit Guaranty Corporation will assert unfunded pension liability against members of the bankrupt seller's control group, even if they are domiciled offshore.
Courts Address Legacy Obligations of Bankrupt Sellers Under §363
New York Law Journal
October 24, 2013