Occasionally, a buyer of a business wants a company so badly that the buyer will agree to an “as is where is” deal. That is, a deal where seller makes no or few representations and warranties about seller’s business. In…
Occasionally, a buyer of a business wants a company so badly that the buyer will agree to an “as is where is” deal. That is, a deal where seller makes no or few representations and warranties about seller’s business. In…
Today I want to talk about a seller of a business who learns how buyer’s problems can hurt his chances of receiving an earn out. Our story is drawn from a case that was tried before the nation’s oldest business…
Today I want to talk about how a buyer of a California business failed to enforce seller’s covenant not to solicit the purchased business’s employees and customers. The buyer was already an operating company, with its own customer and employee…
A buyer of the assets of a business will generally only be responsible for seller’s liabilities that buyer assumes in the purchase agreement. This contrasts with buying all the stock of corporate business; in which case the buyer’s acquired corporate…
Today I want to talk about how purchasing the assets of a manufacturer in a voluntary bankruptcy may cut off liability for injuries caused by a defective product made and sold by the bankrupt before the acquisition. This story is…
In California, and in some states, a buyer of the assets of a business that makes products, worries about products liability claims made after the closing for a defective product that was made and sold before the closing. That is…
Today I want to talk about how John, a buyer of business assets faced a lawsuit for a defective lathe that was made 18 years before he acquired some of the assets of the business. The manufacturer of the lathe…
Today I want to talk about assets of a company that manufactures ladders and is owned by Bill. Another company purchased the assets of Bill’s company. The buying company assumed the obligation of Bill’s company to complete contracts with certain…
Today I want to talk about sale leaseback transactions. Let’s say that Sherry owns a small manufacturing company. Her company went through a down cycle and experienced cash flow problems. Her bank was unwilling to provide any financing. As an…
Today I want to talk about joint ventures. Let’s say that Paul wants to start a new California business and he needs capital. Paul is introduced to Linda who is willing to invest the required capital in exchange for a…
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