Monthly Archives: September 2018

Buyer’s Liability in Trucking Business Acquisition: A WARN Act Case Study

Explore the implications of the WARN Act in the M&A context through a case study on the buyer’s accountability for unpaid compensation to former employees in the acquisition of a trucking business. Gain insights into the legal proceedings, court rulings,

Posted in layoff notice law or Warn Act, post asset purchase issues Tagged with: , , , , , , , , , , , , ,

Maryland Court Upholds Forum Selection Clause in M&A Dispute

Explore the Peterson v. Evapco, Inc. case where a Maryland court enforced a forum selection clause in an M&A legal battle. Understand the implications of forum selection clauses in confidentiality agreements and their impact on non-signatories involved in business transactions.

Posted in covenant not to compete, enforce against nonparty, forum selection clause, nondisclosure agreement Tagged with: , , , , , , , , , , , , , , , , , , , , , ,

Buyer’s Unemployment Tax Liability: Navigating Successor Issues in M&A

Explore the complexities of unemployment tax liability in M&A transactions through a Palisade case study. Understand the legal implications for buyers and the importance of navigating successor issues. Stay informed on how operational changes post-acquisition may not exempt buyers from

Posted in seller's unemployment experience rating, successor liability Tagged with: , , , , , , , , , , , ,

Legal Dispute Over Earnout: Lessons for Business Sellers

Explore the intricacies of a recent M&A case involving a privately held PR firm and a New York City-based buyer. Delve into the background, the unfolding dispute, the court’s ruling, and the implications for sellers considering earnouts. Learn valuable lessons

Posted in earn outs Tagged with: , , , , , , , , , , , , , ,

Tax Implications for Sales Reps in Business Asset Sales: A Case Study

Explore the tax implications for sales representatives in business asset sales through a real case study. Learn about the challenges faced by an employee in categorizing sales proceeds as capital gains and the crucial court ruling that determined the nature

Posted in personal goodwill, sale of assets of business Tagged with: , , , , , , , , ,

Disputed Oral Modification Sinks $5 Million Investment Deal

Explore a recent M&A legal development where a federal district court dismissed a breach of contract claim over an alleged oral modification to a stock purchase agreement. Gain insights into the importance of documenting changes in major agreements and the

Posted in integration clause, no oral modifications of contract, waiver of contractual provision Tagged with: , , , , , , , , , , , , , ,

The Tale of Lost Stock Options: Lessons from a Healthcare Business Sale

Explore the cautionary tale of a Tampa-based healthcare outsourcing company and the legal repercussions faced by its COO as his stock options became worthless after a controlling interest acquisition. Learn valuable lessons in proactive negotiation and safeguarding stock options in

Posted in anti-destruction clause, implied covenant of good faith and fair dealing, stock purchase agreement, target's stock options Tagged with: , , , , , , , , , , , , , , ,

Court Deems Non-Compete in M&A Employment Agreement Unenforceable

Explore a recent M&A case where a court ruled a non-compete clause in an employment agreement unenforceable. Delve into key details, including the background, agreements, termination, legal dispute, court’s decision, severance dispute, and trade secret allegations. M&A Stories September 17,

Posted in covenant not to compete, customer list, trade secret misappropriation Tagged with: , , , , , , , , , , , , , , , , , , , , , , ,

Dispute Over Severance Payments: A Lesson in Clear Contract Language

Explore the legal battle in Perrigo Company v. International Vitamin Corporation, highlighting the importance of clear contract language in M&A transactions. Learn how a complex asset purchase agreement led to a $1.2 million reimbursement dispute and the lessons for avoiding

Posted in hiring seller's employees, overly complicated language in contract Tagged with: , , , , , , , , ,

Clarifying Investment Banking Engagement Agreements in M&A Transactions

Explore a legal dispute between a Toronto-based investment banking firm and its M&A client. Gain valuable insights into industry lessons as we delve into a successful stock sale, the disagreement over a success fee, and the intricacies of debt assumption.

Posted in fee based upon buyer debt assumption, investment banker/business broker, success fee Tagged with: , , , , , , , , , , , , , ,

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