Assuming Liabilities/Debt in Transactions: Tricks and Traps



  • Available Until 8/19/2025
  • Next Class Time 11:00 AM MT
  • Duration 60 min.
  • Format MP3 Download
  • Program Code 08182023
  • MCLE Credits 1 hour(s)

Course Price: $89.00


This program will provide you a practical guide to drafting for the assumption and limitation of liabilities in business and commercial transactions.  The program will cover the mechanics of assuming debt in a transaction, how it is identified, terms negotiated and documented. The program will discuss the related issue of how “bad conduct” carve-outs in indemnification and other limitation of liability provisions can defeat limitations on liability if the carve-outs are not carefully drafted.  Successor liability in business transactions and techniques to mitigate its risk will be covered. This program will provide a real-world guide to handling debt and liabilities in transactions.


  • Identifying and documenting the assumption of liabilities
  • Successor liability and techniques to mitigate the risk
  • “Bad conduct” carve-outs in indemnification and limitation of liability
  • Risks of carve-out language being over-expansive and defeating liability protection
  • Mistakes in the treatment of liabilities in transactions



Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.