The story in this case serves as a reminder to a seller of a business, that giving the buyer your covenant not to compete is a serious undertaking. Here is the background of the lawsuit as described by the judge:…
The story in this case serves as a reminder to a seller of a business, that giving the buyer your covenant not to compete is a serious undertaking. Here is the background of the lawsuit as described by the judge:…
This is story about how a company negotiating the sale of its business (the “seller”) ended up in court with the company interested in buying the business (the “buyer), over a provision in a letter of intent. In the words…
A buyer purchases the assets of a business, so that buyer can avoid the pre-closing liabilities of the seller. The buyer does that by picking and choosing the liabilities it wants to assume in the asset purchase agreement and leaving…
This is a lesson about using net working capital purchase price adjustments. In this case the buyer purchased the assets of a business from seller out of bankruptcy. The asset purchase agreement contained a net working capital purchase price adjustment. …
The buyer wanted to acquire the seller’s car wash business. The buyer conducted due diligence and learned that there was a federal employment discrimination claim pending before the U.S. Equal Employment Opportunity Commission (or “EEOC”). However, the buyer never received…
This is the story of the purchase of a car dealership by a buyer who was sued for not hiring one of seller’s employees. Seller wanted buyer to take care of seller’s employees. Buyer agreed to include a provision in…
This case has the feeling of a Shakespearean tragedy. Roger and Shirley owned a business, which we will call Seller. They retired and turned management of Seller over to their son Jeffrey. Jeffrey ran the business as an officer of…
Today I want to talk about a lesson to learn from Danny, whose company (“Buyer”) purchased an RV business from Doug’s company (“Seller”). It was a simple deal. In March of 2013, Buyer purchased RV business assets from Seller. Buyer…
Today I want to talk about how a boilerplate provision in an asset purchase agreement can be important when a post-closing dispute breaks out between the buyer and the seller. This example is drawn from a recent case involving the…
Today I want to talk about the risks of buying a distressed business in a chapter 11 reorganization, as a stalking horse. It is the story of a buyer (which we will call “Buyer”) that spent substantial legal and other…
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