Explore a case where a buyer halted payments in an M&A deal due to alleged financial inaccuracies, and learn about offset provisions in purchase agreements. M&A Stories March 29, 2019 Introduction: In the world of mergers and acquisitions, uncertainties loom…
Monthly Archives: March 2019
Buyer Halts Payments, Alleges Inaccurate Financials in M&A Deal
Posted in asset purchase agreement, financial representation and warranty, membership interest purchase agreement, offset or setoff provision, offset right, promissory note, representations and warranties Tagged with: Acquisition Agreements, books and records representation, Borremans v. Gardner, buyer protection, escrow, financial inaccuracies, Legal Case, M&A, Mergers and Acquisitions, New York State Court, offset or setoff provision, Purchase agreement, seller dispute
Buyer Misses Merger Deadline, Faces $126 Million Breakup Fee Battle
Explore a legal battle over a $126.5 million reverse breakup fee resulting from a missed merger deadline. Delve into the complexities of M&A agreements and antitrust issues. M&A Stories March 28, 2019 Introduction: In the world of business acquisitions, sellers…
Posted in extension of closing, implied covenant of good faith and fair dealing, merger, reverse termination or breakup fee, termination of M&A agreement, termination or breakup fee Tagged with: antitrust issues, Breakup Fee, Business acquisitions, contract disputes, Delaware Court of Chancery, extension of closing, implied covenant of good faith and fair dealing, M&A, Manfre v May, merger deadline, reverse termination fee
S Corporation Stock Sale: Tax Implications You Shouldn’t Miss
Explore the tax intricacies of S corporation stock sales in this informative M&A legal blog. Understand the implications, including IRC section 1377 elections, through a real-life case study. Gain insights for your M&A transactions. M&A Stories March 27, 2019 Introduction:…
Posted in allocation of preclosing taxes refunds and credits, boilerplate provisions, further assurance provision, Internal Revenue Code Section 1377 election, purchase agreement, stock purchase agreement Tagged with: IRC Section 1377 Election, Loss as of Closing Date, M&A legal blog, Purchase Agreement Clauses, Real-life Case Study, S Corporation Stock Sale, S Corporation Tax Basics, stock purchase agreement, Tax Advisor, Tax Consultation, tax implications
How an Asset Purchase Agreement Shields Buyers from Employee Claims
Explore the intricacies of asset and stock purchases in M&A transactions to effectively manage risks and protect personal assets. Learn from a real case study and understand the importance of asset purchase agreements. M&A Stories March 26, 2019 When you’re…
Posted in purchase agreement Tagged with: asset purchase agreement, Case Study, Corporate Structure, Employee Claims, Lawsuit, Legal Blog, Liability, M&A Transactions, risk management, stock purchase
Competitor’s Aggressive Move Puts Distressed Glove Maker into Bankruptcy
Explore the legal consequences of aggressive M&A tactics in this insightful blog post. Learn how a competitor’s move led a struggling glove manufacturer into bankruptcy and the ensuing legal disputes. M&A Stories March 25, 2019 Introduction: Purchasing a struggling competitor…
Posted in purchase agreement Tagged with: Aggressive acquisition strategies, Business debt tactics, Business finance strategies, Chapter 11 bankruptcy, Competitor-driven bankruptcy, creditor's good faith, distressed business, force business into bankruptcy, Glove manufacturer case study, Legal disputes in M&A, M&A legal consequences, Shareholder lawsuits, Texas law and bankruptcy
Buyer’s Legal Dispute Over Unpaid Receivables in M&A Deal
Explore a real-life M&A case involving unpaid receivables and the legal implications for both buyers and sellers. Understand the risks and strategies to manage bad receivables in your M&A transactions. M&A Stories March 20, 2019 Introduction: In the world of…
Posted in purchase agreement Tagged with: Accounts receivable management, accounts receivable representation and warranty, asset purchase agreement, Buyer-seller lawsuit, ChartCare Solutions Inc lawsuit, indemnification for seller's operation of business before closing, Indemnification in M&A, Legal implications in M&A, M&A legal dispute, making it more discoverable to readers interested in M&A legal topics., Managing M&A risks, Medical billing company acquisition, Pennsylvania federal district court, Pre-Closing Business Operations, purchase price adjustment, Receivables write-off, Risk management in M&A, Unpaid receivables
Pharmacy Sale Earnout Dispute: Buyer’s Good Faith Questioned in Court
Explore a real M&A case where an earnout agreement led to a legal dispute. Learn how buyer-seller dynamics and the duty of good faith played a crucial role in the court’s decision. M&A Stories March 19, 2019 Introduction: When buyers…
Posted in purchase agreement Tagged with: asset purchase agreement, Buyer Misconduct, Buyer's Good Faith, Buyer-Seller Dynamics, Court decision, Delaware law, earnout dispute, Good Faith Duty, Gross Profit Target, Huntingford v Pharmacy Corporation Of America, implied covenant of good faith and fair dealing, Legal battles, Legal dispute, M&A deals, Performance Targets, Pharmacy Sale, Risk in Earnout Agreements, Seller's Earnout
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