Monthly Archives: October 2018

Key Takeaways from Recent M&A Case: Buyer’s Indemnification Rights Clarified

Explore the legal intricacies of a recent M&A case where a restraint system manufacturer acquired a seat belt producer, leading to a dispute over indemnification for pre-closing product liability claims. Understand the court’s ruling and the implications for buyers and

Posted in indemnification, survival of reps and warranties Tagged with: , , , , , , , , , , , , , , , , ,

Enforcing Noncompetition Agreements in Business Asset Sales: A Legal Insight

Explore the legal intricacies of enforcing noncompetition agreements in M&A transactions. Delve into a recent case where a buyer’s right to enforce a non-compete clause was contested after the sale of business assets. Gain valuable insights into contract acquisition, potential

Posted in Assignment, assignment of contracts, covenant not to compete Tagged with: , , , , , , , , , , , , , , , ,

Dispute Resolution in M&A: Buyer’s Claim Dismissed in Software Breach Case

Explore a recent M&A case where a buyer’s claim in a software breach dispute was dismissed. Gain insights into the importance of language in release agreements and learn from the experiences of a Jacksonville-based insurance company acquiring a Fort Lauderdale-based

Posted in book value adjustment, purchase price Tagged with: , , , , , , , , , , , , , ,

Federal Court Ruling on Asset Buyer’s Liability for Seller’s Wage and Hour Issues

Explore the intricacies of a recent federal court ruling in Diaz v. Slayton One Cleaner Inc., dissecting the responsibility of asset buyers for seller’s wage and hour issues in M&A transactions. Understand the court’s decision and its implications for small

Posted in due diligence, federal wage and hour violations, successor liability Tagged with: , , , , , , , , ,

Resolving Purchase Price Dispute in Pressure Washer Business Sale

Explore the legal journey of a pressure washer business sale, uncovering payment disputes, court battles, and key lessons for M&A professionals. M&A Stories October 22, 2018 In a recent M&A tale, the owner of Midwest Cleaning Systems, a pressure washer

Posted in buying distribution business, due diligence, securing deferred purchase price, security agreement Tagged with: , , , , , , , , ,

Navigating Noncompete Challenges in Stock Acquisitions: A Cautionary Tale

Explore the intricate dynamics of safeguarding key talent in M&A through this cautionary tale of a stock acquisition. Delve into the nuances revealed in a pivotal case from October 9, 2018, shedding light on the impact of stock acquisitions on

Posted in asset vs stock deal, covenant not to compete, nonsolicitation of employees and customers Tagged with: , , , , , , , , , , , , , ,

Buyer’s Failure to Follow Escrow Agreement Procedures Leads to Release of Funds: A Cautionary Tale

Explore the cautionary tale of an M&A case where the buyer’s failure to adhere to escrow agreement procedures resulted in the release of funds. Learn the importance of strict adherence to specified notice procedures to safeguard interests in M&A transactions.

Posted in escrow, fraud in business sale, notice provision, reliance Tagged with: , , , , , , , , ,

Buyer’s Indemnification Claim and Pre-Closing Tax Refunds: A Cautionary Tale

Explore the intricacies of indemnification claims in M&A through a cautionary tale of a private equity firm’s acquisition of an environmental remediation company. Learn from the legal challenges, court rulings, and the importance of setoff provisions in stock purchase agreements.

Posted in offset or setoff provision Tagged with: , , , , , , , , , , , , , , ,

Buyer’s Fraud Claim Fails in M&A Deal Due to Lack of Allegations

Explore the complexities of M&A fraud cases through the lens of a recent legal dispute involving the acquisition of a gold mining company. Understand the background, details of the deal, the specific fraud allegation, legal outcomes, and insightful analysis. Dive

Posted in fraud in business sale, fraudulent intent, fraudulent omission Tagged with: , , , , , , , , , , , , , , , , ,

Dispute Resolution in M&A: Understanding Liability Releases

Explore crucial insights into liability releases in M&A transactions through the analysis of a legal dispute arising from the stock acquisition of a New Jersey-based environmental services and waste management company. Learn about insurance details, release clauses, and the implications

Posted in shareholder release, stock purchase agreement Tagged with: , , , , , , , , ,

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