Statutory Interpretation

By: Derek Hawkins//May 30, 2018//

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WI Supreme Court

Case Name: Penny L. Springer v. Nohl Electric Products Corporation, et al.

Case No.: 2018 WI 48

Focus: Statutory Interpretation

When one company purchases the assets of another, our law normally does not make the former responsible for the latter’s liabilities. There are exceptions to that rule, however, such as when the parties use the transaction to fraudulently escape responsibility for those liabilities. Notwithstanding the great age of this common-law exception to successor non-liability, we have had scant occasion to provide guidance on how to recognize such transactions. We take the opportunity to do so today. Specifically, we conclude that the Wisconsin Uniform Fraudulent Transfer Act does not govern the “fraudulent transaction” exception to the rule of successor non-liability, and so we reverse the court of appeals.

Reversed

Concur:

Dissent: ABRAHAMSON, J., dissents, joined by A.W. BRADLEY, J. (opinion filed).

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Attorney Derek A. Hawkins is the managing partner at Hawkins Law Offices LLC, where he heads up the firm’s startup law practice. He specializes in business formation, corporate governance, intellectual property protection, private equity and venture capital funding and mergers & acquisitions. Check out the website at www.hawkins-lawoffices.com or contact them at 262-737-8825.

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