Monthly Archives: January 2019

Court Finds Seller Did Not Breach Implied Nonsolicitation Obligation in M&A Case

Explore a recent M&A legal case where a New York federal district court examined non-compete breaches and trademark infringement. Gain insights into non-compete obligations, the introduction of a new competing product post-closing, preliminary injunctions, and the nuanced interpretation of M&A

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

Buyer’s Asset Acquisition: No Responsibility for Seller’s Alleged Forced Labor Liability

Explore a complex M&A case involving the liability of a buyer for a seller’s alleged forced labor issues. Discover how the court ruled in favor of the buyer, highlighting the importance of thorough due diligence in mergers and acquisitions. M&A

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

Fair Treatment of Minority Shareholders in M&A – A Case Study

Explore a case study on the fair treatment of minority shareholders in an M&A deal. Learn about the challenges, legal implications, and the role of controlling shareholders in this insightful analysis. M&A Stories January 28, 2019 In a recent merger

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

Buyer Stock in M&A: Securities Fraud Risks

Explore the risks of using buyer stock in M&A deals and the potential securities fraud concerns. Learn from a real case study and key takeaways for transparent M&A transactions. M&A Stories January 26, 2019 In this M&A case study, we’ll

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 Tagged with: , , , , , , , , , , , , , , , , , , ,

Navigating M&A Disputes: A Debt Case Study

Explore a complex M&A case study involving shareholders, personal guarantees, and debt owed to Wells Fargo. Learn from the legal battle and verdict in this insightful analysis of M&A disputes. M&A Stories January 23, 2019 In this case study, we

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

Understanding Successor Liability in M&A Deals: Michigan vs. New Jersey

Explore the nuances of successor liability in M&A deals, focusing on the legal case of Varilease Finance, Inc. v. Earthcolor, Inc. This blog simplifies the complexities of Michigan and New Jersey’s successor liability tests, offering insights for professionals in the

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 Tagged with: , , , , , , , , , , , , , ,

Investment Banker’s Fee Approved in Chapter 11 Asset Sale Despite Challenges

Explore a recent case where an investment banker successfully secured their fee in a Chapter 11 asset sale, despite opposition from the trustee and creditors. Learn about the background, prepetition efforts, Chapter 11 petition, auction outcome, and the court’s decision

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

Seller’s Responsibility for Permits in M&A Deals

Explore a case study in M&A deals where the seller’s responsibility for permits became a legal issue. Learn about deal modifications, legal battles, and key takeaways. M&A Stories January 18, 2019 In a notable M&A case, a Palo Alto-based business

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

Limiting Environmental Remediation Costs in M&A Deals

Explore how to mitigate environmental remediation costs in M&A transactions through a real-life case study. Learn from a legal perspective about managing environmental uncertainties in stock purchase agreements. M&A Stories January 17, 2019 In 2014, a business owner in Palo

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

Buyer’s Dispute Over $1.5 Million Judgment: Who’s Responsible?

Explore a legal dispute in M&A involving a Nigerian business and a Louisiana shipbuilding company. Learn about the “mere continuation” exception in Louisiana law and its implications for successor liability. Dive into the complexities of this case and its impact

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

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