Can I structure a deal to avoid taking on a specific piece of pending litigation?

It depends heavily on whether you're buying assets or shares. In an asset purchase, avoiding a specific piece of litigation is fairly direct — you simply don't assume the liability associated with that claim, and it stays with the selling corporation as the defendant, regardless of what assets you take from it. In a share purchase, it's much harder, because you're buying the corporation itself, and if that corporation is the named defendant, the litigation comes with it no matter how the purchase agreement is worded.

For a share purchase where a specific claim is the real concern, the realistic options are having the seller resolve or settle the claim before closing as a condition of the deal, or negotiating a targeted indemnity or escrow specifically tied to that litigation rather than relying on general representations to cover it. Neither approach removes the corporation's legal status as defendant, but both can shift the financial consequence back to the seller if the claim doesn't go your way.

Because the right approach depends entirely on the deal structure and how significant the claim actually is, a business lawyer should assess the specific litigation before deciding whether an asset purchase, a pre-closing settlement, or a targeted indemnity fits best.