Monthly Archives: December 2018

Buyer’s Failure to Release Lease Guaranty Leads to Legal Dispute

Explore a real M&A case study from Round Rock, Texas, where a failure to release a lease guaranty led to a legal dispute. Learn valuable insights into the consequences and lessons learned. M&A Stories December 29, 2018 In an M&A

Posted in Assignment, leases, personal guaranty of lease Tagged with: , , , , , , , , ,

Buyer’s Legal Action for Lost Profits in Urgent Care Center Acquisition

Explore a case study where a buyer sued the seller over lost profits in an urgent care center acquisition. Learn about the legal aspects and due diligence considerations. M&A Stories December 21, 2018 In this case, a buyer in the

Posted in Buyer beware, due diligence, economic loss doctrine, material contracts, representations and warranties Tagged with: , , , , , , , , , , , ,

Israeli Pharma Buyer’s Fraud Claim Against Mexican Pharma Seller Dismissed

Explore the case of an Israeli pharma company’s fraud claim against a Mexican pharmaceutical seller and its dismissal. Learn about the importance of due diligence in M&A deals. M&A Stories December 19, 2018 In 2015, an Israeli pharma company (Buyer)

Posted in compliance with all applicable laws, extra-contractual fraud, fraud in business sale, indemnification cap, representations and warranties Tagged with: , , , , , , , , ,

Buyer’s Financial Misrepresentations in M&A Deal: A Cautionary Tale

Explore a cautionary tale in M&A where a seller alleged fraud due to buyer’s financial misrepresentations. Understand the legal nuances and lessons learned. M&A Stories December 17, 2018 In this M&A legal blog post, we discuss a case where a

Posted in due diligence, fraud in business sale, material, receipt of buyer equity or security, receipt of buyer equity or security, reliance Tagged with: , , , , , , , , , ,

Legal Case: Buyer’s Lawsuit Over Stock Acquisition Reveals Chinese Compliance Issues

Explore a recent M&A legal case where a buyer sued the seller for misrepresenting compliance with Chinese law, resulting in significant financial implications. Learn about the importance of representations and warranties in purchase agreements. M&A Stories December 13, 2018 In

Posted in compliance with all applicable laws, financial representation and warranty, representations and warranties Tagged with: , , , , , , , , , , , , ,

Key Lessons from a Palo Alto M&A Dispute

Explore a significant M&A dispute involving a Palo Alto company and the key lessons learned from this case. Understand the importance of addressing debt subordination in M&A deals to avoid costly disputes. M&A Stories December 13, 2018 In December 2018,

Posted in implied covenant of good faith and fair dealing, promissory note, subordination Tagged with: , , , , , , , , , , , , , ,

IRS Recovers Tax in Complex M&A Stock Deal

Explore the complexities of M&A transactions and the IRS’s pursuit of tax recovery in a stock deal. Learn from the case of Shockley v. CIR. M&A Stories December 11, 2018 In 2000, a couple who founded a media company in

Posted in asset vs stock deal, midco transaction, transferee liability for taxes IRC Section 6901 Tagged with: , , , , , , , , ,

Buyer’s Misrepresentation Claim Fails Due to Economic Loss Doctrine

Explore a recent case involving a buyer’s misrepresentation claim in an M&A deal. Learn how the economic loss doctrine played a crucial role in the outcome and its implications for similar cases. M&A Stories December 7, 2018 In a recent

Posted in economic loss doctrine, fraud in business sale, negligent misrepresentation, tort misrepresentation in M&A Tagged with: , , , , , , , , , ,

Delaware Court Ruling: Buyer Denied Share of Target’s Tax Deductions

Explore a Delaware Court of Chancery case involving a retail shelving labels company’s M&A deal and the complexities of transaction tax deductions. Learn about the legal process, disputes, and important takeaways in sharing tax benefits during M&A transactions. M&A Stories

Posted in sharing transaction tax deduction benefits Tagged with: , , , , , , , , , , , , , , ,

Non-Disclosure of Customer Contract Nonrenewal in M&A Deal

Explore a 2015 M&A case where the disclosure of customer contract nonrenewals becomes a pivotal issue. Gain insights into the importance of clear language in M&A agreements. M&A Stories December 5, 2018 In a 2015 M&A case, a buyer based

Posted in Buyer beware, representation and warranty about customers, representations and warranties, stock purchase agreement Tagged with: , , , , , , , , , , , , ,

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