MN Successor Liability in Asset Sales

Sat, 25 Apr 2026 00:00:00 +0000

A Minnesota buyer’s biggest fear in an asset purchase is paying real money for a business and then discovering the seller’s old debts came along for the ride. The reassuring news is that Minnesota’s default rule favors the buyer. The harder news is that the rule has at least five real exceptions, the most important common-law exceptions were partly rewritten by statute in 2006, and the residual statutory traps (tax, unemployment insurance, environmental, fraudulent transfer) are exactly the ones that produce the largest post-closing surprises. This article walks through how successor liability actually works in Minnesota and what the asset purchase agreement needs to do to keep the default rule in your favor.

Acquisitions on Aaron Hall, Attorney

MN Successor Liability in Asset Sales