“predecessor” means an entity that is replaced by a successor and includes all predecessors of the predecessor. “Successor” means a corporation that has replaced a predecessor by acquiring the assets and carrying on business of the predecessor under a new name (often through acquisition or merger). The term successor in business has similar meanings. Various legal documents usually contain formal definitions of the terms used in them, including those discussed here. A typical example is: “Successor in title means (a) an entity that acquires all or substantially all of the entity and/or assets of an issuer or successor in title of one of the issuers; or (b) any entity into which any of the above-mentioned entities is merged, merged or rebuilt and is not itself a continuation of the business. [3] The Government Accountability Office (“GAO”) recently ruled that a company cannot claim the past performance of so-called “predecessor companies” in a negotiated procurement if those companies are separated from the supplier. Choctaw Staffing Sol., B-413434, October 24, 2016. The GAO concluded that Choctaw`s assertion that two other companies were its predecessors was inconsistent with the use of this term in the Federal Acquisition Regulation (“FAR”). (1) Scope. For the purposes of section 355(e), this section contains rules under section 355(e)(4)(D) to determine whether a corporation is treated as the predecessor or successor of a distributing company (distribution) or a controlled (controlled) corporation in respect of a distribution of shares (or shares and securities) of Controlled that falls under section 355(a) (or as much as section 356 with respect to section 355) (distribution). This section also contains rules limiting the amount of Distribution profits under Section 355(e) to a Distribution where Section 355(e) applies to the acquisition by one or more persons of shares under a Plan that collectively represent an interest of 50% or more (proposed 50% acquisition) of a predecessor of the Distribution. or a planned takeover of 50% of the distribution. In addition, this section contains rules for the application of section 336(e) to a distribution to which this section applies.
This section also contains rules for the application of Section 355(f) to a distribution in specific cases. A successor company takes over the business (products and services) of the previous companies in order to maintain business continuity. For this purpose, the employee, board of directors, location, equipment and even the name of the product may remain the same or change only slightly at the time of succession. [1] The call for tenders did not define the term “predecessor companies”, nor did the FAR define “predecessor companies” or the terms “predecessor companies”. Choctaw submitted a proposal to support the domestic violence advocacy program at various Air Force military processing centres. The RFP states that the government will “consider information on the past performance of previous companies and key personnel with relevant experience” in the assessment. Choctaw protested that the agency had not properly attributed the past performance of two predecessor companies to their previous performance. Specifically, Choctaw`s proposal identified two contractors as Choctaw`s predecessor companies and asserted that they should be considered “past performance for [Choctaw] under FAR 15.305(a)(2)(iii).” Article 15.305(a)(2)(iii) of the FAR states: “[T]he evaluation [of past performance] should include information on past performance relating to predecessor companies, key personnel.
where such information is relevant for immediate acquisition. Readers should also be aware that FAR 52.212-3 (19. January 2017) contains a definition of “predecessor” identical to that of FAR 52.204-20, namely “an entity that is replaced by a successor and includes all predecessors of the predecessor”. This was added to the FAR after the Choctaw protest, but is fully in line with this GAO decision. In the business world, successor companies are usually formed through mergers and acquisitions or liquidation of existing companies. In order to determine whether a company is the legal successor of predecessor companies, it is necessary to analyze the links between them. A fairly obvious case is when companies keep almost the same management or there is a closed link between the old and the new management. Other contributing indicators include the same trade, the same workforce, similar company and product names, and a significant transfer of wealth between successors and predecessors.[2] The GAO based its involvement on the fact that the two companies were not “predecessors” on FAR 52.204-20, the supplier`s predecessor, a clause not included in the tender. (However, reference is made to FAR 52.204-20 of FAR 9.104-6, which deals with predecessors in competing jurisdictional provisions.) FAR 52.204-20(a) defines “predecessor” as an entity that is superseded by a successor and includes all predecessors of the predecessor.
The companies that Choctaw reported as predecessor companies did not meet the FAR definition and could not be counted as predecessor companies. (i) In general. For the purposes of section 355(e), a potential predecessor is a predecessor of sales (predecessor of sales) if, taking into account the special rules of paragraph (b)(2) of this section – The main benefit is to save money for the first attempt (employee training, equipment purchase, marketing, etc.). If the previous company went bankrupt, this is a disadvantage for its successors in several respects. If the successor succeeds where the predecessor failed, the enterprise can be called a “phoenix company” (“rising from the ashes”).