Uniform Commercial Code (UCC): Primary federal law governing commercial transactions, particularly Article 2 for Sale of Goods. Essential for structuring the asset transfer provisions.
Securities Exchange Act: Federal law that must be considered if the asset sale involves any securities or could be construed as a securities transaction.
Hart-Scott-Rodino Act: Antitrust legislation requiring review and reporting of large transactions to prevent monopolistic practices.
Internal Revenue Code: Federal tax laws governing the tax implications and structure of the asset sale transaction.
Bulk Sales Laws: Laws protecting creditors in transactions where a significant part of a business's assets are sold.
WARN Act: Worker Adjustment and Retraining Notification Act - requires advance notice of significant layoffs in business transactions.
Fair Labor Standards Act: Federal law governing wages, overtime, and employment conditions that must be considered in employee transfers.
ERISA: Employee Retirement Income Security Act governing employee benefits and pension plans in business transfers.
COBRA: Consolidated Omnibus Budget Reconciliation Act requirements for continuing health coverage during business transitions.
Federal Intellectual Property Laws: Including Copyright Act, Patent Act, and Trademark Act (Lanham Act) governing the transfer of intellectual property assets.
Environmental Protection Laws: Including EPA regulations and CERCLA (Superfund), governing environmental liabilities and compliance in asset transfers.
State Corporate Laws: State-specific regulations governing business entities and their ability to sell or transfer assets.
State Tax Laws: State-specific tax implications and requirements for business asset sales.
Industry-Specific Regulations: Particular requirements, licenses, and permits specific to the industry involved in the asset sale.
Contract Law Principles: Common law principles governing contract formation, interpretation, and the Statute of Frauds requirements.
