Monthly Archives: December 2018

Court permits stock buyer of company to sue sellers for pre-closing pension-insurance problems

Target is a manufacturer based in Kentucky with customers worldwide. In July 2016, Buyer purchased Target from Sellers for approximately $87 million. Sellers sold Target to Buyer through a stock purchase agreement dated July 11, 2016. Some Target employees worked

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

Seller of business had no obligation to subordinate its purchase money promissory note to buyer’s bank

Target is a business located in Palo Alto, California, which specializes in the electro-plating of metal components for industrial uses. In the spring of 2014, Seller (the sole owner of all shares in Target) was approached by representatives of companies

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

Court finds “midco transaction” stock deal in substance an asset deal and permits IRS to recover target corporation’s tax from its shareholders

Sellers, a husband and wife duo, founded in 1985, and formerly owned (along with other shareholders) Target, a television and radio company. Target owned six radio stations, and six tv stations, one tv station in Minnesota and five tv stations

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

Buyer of business loses misrepresentation claim against seller because claim was not based upon seller’s breach of contract

Madison, Wisconsin based Target, is a contract manufacturer of custom vitamin and trace mineral premixes and value-added branded feed ingredients for the animal feed market. Seller was Target’s president and Buyer its vice-president. Both shared in Targets’ day-to-day operations, and

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

Delaware court finds stock purchase agreement does not give buyer share of target’s transaction tax deduction benefits

Target is a manufacturer of retail shelving labels, based in Little Rock, Arkansas. Target was owned by Seller (an entity owned by two private equity firms). During the summer of 2012, Seller put Target up for sale.  A private equity

Posted in sharing transaction tax deduction benefits

Seller did not have to disclose to buyer receipt of customer notice of nonrenewal of material contract

Buyer is a company headquartered in Boulder, Colorado. Buyer is a publicly traded company that provides high-capacity dark fiber, wavelength, IT infrastructure services and ethernet products and services. Since its founding, it has made forty-one acquisitions of fiber and data center companies,

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

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