Monthly Archives: January 2019

Court concludes that seller of business did not breach implied obligation to not solicit former customers

Seller develops, markets, and sells a variety of over-the-counter and prescription medications. Seller’s Owner owns Seller and is Seller’s CEO, president and secretary. Buyer entered into the asset purchase agreement with Seller. Pursuant to the asset purchase agreement, Buyer paid approximately

Posted in covenant not to compete, nonsolicitation of employees and customers, trademark infringement Tagged with:

Buyer of business assets held not responsible for seller’s alleged federal forced labor liability

This case arises out of Trucker’s previous employment as a truck driver for Trucking Company. In short Seller leased tractor trailers to Trucker who then subleased the tractor trailers and their driving services to Trucking Company. Trucker claimed that as

Posted in asset purchase agreement, Buyer beware, federal employer liability, notice, seller rep of no federal employer liability, successor liability

Controlling shareholder did not treat minority shareholder unfairly in merger

Target and Buyer are energy companies with complementary businesses. Target distributes and operates on-site combined heat and power systems and natural gas powered cooling systems. Buyer designs, manufactures, and sells combined heat and power systems. Prior to the merger, the

Posted in business judgment rule, controlling shareholder fiduciary duty M&A, entire fairness

Seller of target receiving privately held buyer stock failed to allege facts that established that buyer’s alleged fraud caused seller’s economic loss

Target is a Dallas based technology-consulting limited liability company and was owned by Sellers. Buyer is a technology services company then based in Jacksonville, Florida, and then owned by Buyer’s Owners. Buyer is privately held and not publicly traded. In

Posted in buyer's stock as currency, federal securities fraud, financial representation and warranty, purchase price, representations and warranties, stock purchase agreement, tying fraud to economic loss

Shareholder and guarantor of company bank debt can’t force co-guarantor (and former shareholder) to pay former shareholder’s claimed fair share of the guaranteed debt

This is a case about problems in a transaction where one group of shareholders of Company bought out another group of shareholders of Company, in a case where all the shareholders had previously given their personal guaranty for Company debt

Posted in equitable contribution, personal guaranty of company debt by selling shareholder, shareholder buyout of partner, stock purchase agreement

Court distinguishes the mere continuation successor liability tests of Michigan and New Jersey

Seller was headquartered in Parsippany, New Jersey and operated plants in New York, New Jersey, Florida and Texas. Seller provided commercial printing services. Buyer is a Des Moines-based multi-platform communications company. On September 29, 2017, Buyer entered into an asset

Posted in asset buyer's assumption of seller's liabilities by contract, asset purchase agreement, asset seller's liabilities, assumed liabilities, assumption of a contract, buyer's assumption of seller liabilities in asset acquisition, excluded liabilities, mere continuation, seller owners equity interest in buyer, successor liability

Investment banker succeeds in getting its transaction fee approved in chapter 11 asset sale in face of trustee/creditor push back

Investment Banker provides a broad range of services including investment banking services to financially distressed companies. In 2017, Seller, a celebrity chef owned small restaurant chain, retained Investment Banker as its investment banker to assist with a recapitalization or a

Posted in approval of investment banking fee, bankruptcy sale, distressed business acquisitions, investment banker/business broker

Seller of company not responsible for buyer’s post-closing failure to obtain electroplating permit

Seller was the owner of Target, a business located in Palo Alto, California that specializes in the electroplating of metal components for industrial use. On June 19, 2014, Seller executed a letter of intent to sell all of Seller’s shares

Posted in Buyer beware, compliance with all applicable laws, due diligence, land use issues, representations and warranties, stock purchase agreement

Seller’s indemnification for environmental remediation costs capped by escrow amount and note adjustment provision

Seller was the owner of Target, a business located in Palo Alto, California that specializes in the electroplating of metal components for industrial use. On June 19, 2014, Seller executed a letter of intent to sell all of Seller’s shares

Posted in Buyer beware, environment representations and warranties, environmental remediation, escrow, indemnification, promissory note, purchase price reduction, stock purchase agreement

Buyer fights responsibility for a $1.5 million judgment against an asset seller of a business

Customer is a foreign business organized under the laws of Nigeria, with its principal place of business in Lagos, Nigeria. Seller is a Louisiana Liability Company that was in the business of shipbuilding in Louisiana, until January 4, 2014. Buyer

Posted in asset purchase agreement, Buyer beware, continuity of enterprise exception, mere continuation exception, successor liability

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