Monthly Archives: November 2018

Environmental Liability in M&A Deals

Explore a legal case study on environmental liabilities in M&A deals. Learn about the dispute between a stock seller and buyer regarding contamination issues and indemnification. M&A Stories November 29, 2018 In this transaction, a company dealing in industrial combustion

Posted in environment representations and warranties, escrow, indemnification, representations and warranties Tagged with: , , , , , , , , , , , ,

Buyer’s Pursuit of Misrepresentation Damages through D&O Policy

Explore a legal case in M&A where a buyer seeks damages for misrepresentation through their D&O insurance policy. Learn about the complexities and court rulings in this insightful M&A story. M&A Stories November 28, 2018 In this M&A story, we

Posted in ambiguous exclusion, directors and officers insurance policy, insurance coverage, major shareholders exclusion, stock purchase agreement Tagged with: , , , , , , , , , , , , , , , , , , , ,

M&A Deal Lessons: Honesty and Due Diligence Are Key

Learn from a real M&A case involving digital marketing and concessions. Discover the importance of honesty and due diligence in M&A deals. Get insights from the Cinema Scene Marketing & Promotions, Inc. v. Calident Capital, LLC case. M&A Stories November

Posted in anti-reliance clause, due diligence, extra-contractual fraud, negligent misrepresentation, reliance Tagged with: , , , , , , , , ,

Resolving Cash Disputes in M&A: Lessons from a Puerto Rico Case

Explore the challenges of post-closing cash disputes in M&A transactions through the lens of a Puerto Rico case. Gain insights into the importance of comprehensive agreements and learn from the experiences of the parties involved. M&A Stories November 26, 2018

Posted in book value adjustment, cash and cash equivalents, Description of business assets purchased, net working capital adjustment, stock purchase agreement Tagged with: , , , , , , , , ,

Employment Agreement Breach: Impact on Non-Compete Enforcement

Explore the consequences of employment agreement breaches in M&A transactions. This blog delves into a case where a company’s failure to uphold an employment contract affected its ability to enforce a non-compete clause. Learn valuable lessons for post-closing integration and

Posted in covenant not to compete, employment agreement, stock purchase agreement Tagged with: , , , , , , , , ,

Allegations of Breach in M&A Deal: Lessons from a $100 Million Case

Explore the intricate post-transaction landscape of M&A through a $100 million case involving an Atlanta-based chemical packaging company. Delve into the details of post-closing commitments, breaches, and legal implications, emphasizing the significance of post-closing covenants. M&A Stories November 21, 2018

Posted in covenant not to compete, hiring seller's employees, no kickback or bribe rep, nondisclosure agreement, trade secret misappropriation Tagged with: , , , , , , , , ,

Legal Lessons from M&A: Navigating Risks in Minority Business Participation Programs

Explore a recent M&A case where a Spanish conglomerate faced post-closure challenges due to federal law violations in a New York-based construction company. Gain insights into the importance of due diligence in navigating risks associated with minority business participation programs

Posted in due diligence, minority business participation program, no pending government investigations or inquiries, representations and warranties, stock purchase agreement Tagged with: , , , , , , , , , , , , , , ,

Pitfalls of Signing Closing Documents Prematurely: Lessons from Payne v. Cunningham

Explore the legal ramifications of signing M&A closing documents prematurely, illustrated through Payne v. Cunningham. This blog delves into a notable 2016 case involving a car dealership sale, highlighting the crucial importance of timing in avoiding unforeseen legal consequences. Learn

Posted in breach of contract, closing, damages, specific performance, stock purchase agreement Tagged with: , , , , , , , , , , , , , , , , , , , ,

Court Rules in Favor of Buyer in Union Pension Liability Dispute

Explore a recent M&A case where a buyer successfully defends against a union pension plan’s claim for the seller’s unfunded pension liability. Dive into the details of the case, the buyer’s defense strategy, and the court’s decision. M&A Stories November

Posted in asset seller's liabilities, constructive knowledge, due diligence, federal multiemployer pension plan withdrawal liability, multi-employer pension plan, post asset purchase issues, successor liability, union liabilities Tagged with: , , , , , , , , , , , , ,

Delaware Court Rules Buyer Must Honor Post-Closing Payments Despite Seller’s Breach

Explore the implications of a recent M&A case in Delaware (Post Holdings, Inc. v. NPE Seller Rep LLC), emphasizing the importance of honoring post-closing payments despite alleged breaches by the seller. Gain insights into contractual obligations, indemnification claims, and the

Posted in escrow, offset or setoff provision, stock purchase agreement Tagged with: , , , , , , , , , , , , , , , , ,

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