united-states
Overview
The outcome depends upon the way that the purchase of the company was structured. This isn't always easy to tell, because many sale of asset transactions include a sale of trademarks and trade names that can make it look to the public like the purchase was a sale of stock transaction when it isn't one.
In a sale of stock transaction, the company will be bound by its existing contracts. In a sale of assets transaction, the new company isn't bound by contracts that weren't assumed by it, but the selling company is bound and can be sued for harm caused if the contracts aren't honored by the new company (which the selling company can pay from the proceeds of the sale).
In practice, in the United States, sale of substantially all assets transactions are much more common than sale of stock transactions, at least when the seller is a closely held company. But both structures are commonly used and the details of the specific transaction drive the choice of transaction structure. I've done the transactional legal work for both of these kinds of transactions.
Sale of stock transactions
In a sale of ownership interests in an entity (in the case of a corporation, a sale of its stock), the entity continues to be bound by all of its contracts, even its past subscriptions, under its new ownership.
If some liabilities of the company, like the obligation to fulfill past lifetime subscriptions, are not disclosed by the seller or the company prior to the sale, and the value of the non-disclosed liabilities is material, however, the buyer is likely to have a claim against the seller of the stock for securities fraud in the amount of the economic impact of the undisclosed liabilities on the fair market value of the shares sold. Any individual associated with the seller who failed to disclose these liabilities knowing that they existed could also have personal liability for securities fraud.
If the liabilities were not disclosed because the buyer's lawyers failed to asked the right due diligence questions (even if the seller also had a common law duty to disclose the information), the buyer's lawyers would probably also be exposed to legal malpractice liability.
And, if the seller's lawyers knowingly or negligently made inaccurate disclosures in connection with the transaction to the buyer or the buyer's lawyers, the seller's lawyers could face liability for securities fraud (if the misrepresentation or concealment was knowingly made), or negligent misrepresentation (if a misrepresentation was made by the seller's lawyers as a result of their negligence). A failure to accurately reflect the lifetime subscription liabilities of the seller in the accounting records of the seller that were disclosed to the buyer could also result in liability on the part of the CPA firm that prepared or audited the books of the seller.
If the company being sold is big and complicated, and time is of the essence to get the deal done, the legal work necessary for a sale of stock can be done more quickly since only one asset (the stock of the company) is actually being sold and title to all other assets, all contracts of the company, and all licenses of the company remain in place automatically. Sometimes a sale of stock transaction is followed by a more leisurely consolidation of the company buying the company that was sold, and the subsidiary or sister company that it purchased, while the same people control both companies.
In the case of publicly held companies, which tend to be very large and very complex, the existence of audited financial statements and Securities and Exchange Commission (SEC) mandated disclosures, makes the lengthy due diligence, that is the norm in sales of closely held companies, less important. In a publicly held U.S. company, a detailed disclosure related to the prior lifetime subscriptions with the relevant contract language, for example, would ordinarily have to be uploaded to the SEC's EDGAR system and disclosed to the general public.
But there is a special body of SEC regulations that applies to sales of stock of majority or near majority interests in publicly held companies (which are called "tender offers"), and there is also a large body of state corporate law (especially in the States of Delaware and New York) that govern what actions the board of directors of the seller can and may take in light of their fiduciary duties to the company and its shareholders (e.g., so called "poison pills" and "golden parachutes").
Stock sales can also be attractive in cases where a large, complex closely held company has audited financial statements prepared by a reputable large CPA firm.
And, stock sales can be attractive in cases where the buyer owns a major percentage of the company already and is buying out the other owners of the company. Often, this is done to buy out family members who aren't active in the company, or as part of a "going private" leveraged buyout transaction of a publicly held company that is designed to reduce the combined tax burden of the company and owners combined and to consolidate control over the company to improve its management.
Sale of assets transactions
In a sale of substantially all assets of a company, with an assumption of only some of the selling company's contracts and liabilities, the selling company remains responsible for all contracts and liabilities not assumed, which it can use the sales proceeds to satisfy, if those contracts are breached as a result of not being assumed by the buyer. Typically, almost all employees of the old company are laid off and rehired by the new company, with a handful of insiders and employees that they new company just doesn't want left out. In many circumstances, the selling company also remains a guarantor of the contracts that are assigned to the buyer in a sale of assets transaction.
According to the linked news report in the question, this is how the transaction was structured in that case:
VPNSecure was acquired in 2023, “including the technology, domain, and
customer database—but not the liabilities.”
So, the selling company would have liability to the lifetime subscribers for a breach of their contracts (something that would make a quite straightforward class action lawsuit).
Even though the buyer of the company in the question wouldn't have liability for the lifetime subscriptions, however, the buyer would still be pretty salty and might even sue the seller for failing to adequately disclose these liabilities, because the incident may seriously harm the reputation of the acquiring company that is continuing to carry on the business of the company it purchased. But proving up the buyer's damages in court could be difficult.
A sale of assets transaction presents less of a risk of securities fraud or negligent misrepresentation liability for the seller, the seller's lawyers, and the seller's accountants, a reduced risk of malpractice liability to the buyer's lawyers, and more legal work for the lawyers for both the sellers and the buyers to complete the proper transfer documents for every single asset sold, liability assumed, and license transferred. It also leaves the buyer less exposed to "skeletons in the closet", whether in tax positions taken by the seller's company or undiscovered wrongdoing that could give rise to liability in the future if it is discovered, than in a stock sale. So, there are reasons why this transaction structure is more common for closely held businesses, even before considering issues like the tax consequences of each approach to a transaction (which can go either way in any particular transaction and can be quite complex to analyze).
If the purchase price of the assets sold was not "substantially equivalent" to the value of the assets sold in a sale of assets transaction, and as a result, the seller was rendered insolvent and unable to pay the breach of contract damages for any contracts that were breached as a result of not being assigned (such as past lifetime subscriptions), then both the seller and the buyer could be sued by the party whose contract was breached for conducting a fraudulent transfer, even if the buyer did not know that the transaction rendered the seller insolvent, which would allow the person with a contract with the old company harmed by the transaction for less the substantially equivalent value to recover damages from the buyer as well. (I've successfully litigated a claim like this worth several million dollars.)
