Explore a recent M&A case involving a seller’s earnout lawsuit against a strategic buyer. Delve into the details of the case and its implications for the M&A landscape. Learn about the importance of precise APA language and the challenges sellers…
Monthly Archives: June 2019
Seller’s Earnout Lawsuit Verdict: Strategic Buyer’s Actions Deemed Not in Bad Faith
Posted in earn outs, implied covenant of good faith and fair dealing Tagged with: Asset purchase agreement (APA), bad faith, Breach of contract. Good faith, Buyer's actions, Case reference: Huntingford v. Pharmacy Corporation of America, Customer accounts, Delaware law, Earnout clause, Gross profits, M&A agreements, M&A lawsuit, Seller's Earnout, Strategic buyer
Bankruptcy Court Approves Sale of Business, Clears Pension Claim
Explore the recent M&A development where a pension plan’s attempt to block a company’s business sale in bankruptcy failed. Discover how section 363(f)(3) of the Bankruptcy Code played a pivotal role in allowing the sale to proceed without the burden…
Posted in asset purchase agreement, bankruptcy sale, distressed business acquisitions, federal multiemployer pension plan withdrawal liability, Section 363 sale, successor liability Tagged with: 363(f) sale, alter ego, bankruptcy, Bankruptcy Code, Chapter 11, Collective Agreement, contingent liability, Court ruling, E.D. Michigan, Environmental Services, Industrial Services, K & D Industrial Services Holding Co., legal battle, M&A, multiemployer pension plan withdrawal liability, Pension Claim, Pension Fund Liability, successor liability, transferee liability
Lawsuit Over EBITDA Earnout Dispute
Explore a post-closing dispute in mergers and acquisitions (M&A) involving an earnout disagreement related to EBITDA. Learn about a case that highlights the complexities of earnout arrangements and potential legal challenges. June 18, 2019 M&A Stories Introduction: In this mergers…
Posted in bad faith, corporate overhead, de facto merger exception, earn outs, EBITDA Tagged with: asset purchase agreement, corporate overhead, earnout disagreements, EBITDA earnout dispute, fair dealing, Good faith, income expectations, legal challenges in M&A, M&A Disputes, M&A lawsuit, Miranda v. US Security Associates, Post-Closing Dispute
Clarifying SaaS Business M&A Deal: Understanding the Fine Print
Explore the intricacies of a recent M&A case involving the sale of a cloud-based SaaS business. Dive into the details of the deal, including purchase price, royalties, and the legal battle that ensued. June 17, 2019 M&A Stories Introduction: In…
Posted in purchase price, royalty Tagged with: asset purchase agreement, Blue Rooster LLC v. Perficient, cloud-based software, consulting services, Contract Obligations, court verdict, deal intricacies, Inc., intranet portal components, legal battle, M&A, Mergers and Acquisitions, Microsoft SharePoint, product license fees, Professional Fees, Purchase Price, royalties, SaaS, software as a service, subscription revenue, systems integration
M&A Integration Provision and Exclusive Remedy Clause: How They Impact Seller Claims
Explore the crucial role of the APA Integration Provision and Exclusive Remedy Clause in a recent M&A case involving a Denver-based seller and a Houston-based buyer. Discover key allegations, the seller’s claim, the court’s decision, and the legal obstacles faced…
Posted in earn out, economic loss doctrine, exclusive remedy, integration clause Tagged with: Asset purchase agreement (APA), Business Closure, Case Reference: In Re Allonhill, Colorado Choice of Law, Contractual Remedies, Court's Decision, Denver-Based Seller, Earnout Payments, economic loss rule, Exclusive Remedy Clause, Houston-Based Buyer, integration clause, legal challenges in M&A, Legal Provisions in M&A, LLC, M&A Integration Provision, M&A legal blog, Material Misrepresentations, Negligent Misrepresentation, Seller Claims, Tort Liability
Ambiguous Payment Provision Sparks Legal Dispute
Explore the pitfalls of unclear purchase money note adjustment provisions in M&A agreements through the Bloom Master Inc. v. Bloom Master LLC. case. Learn how to avoid disputes with these M&A agreement recommendations. June 9, 2019 M&A Stories Introduction: In…
Posted in agreement to agree is unenforceable, note payment amount adjustment, promissory note, purchase price, purchase price adjustment Tagged with: agreement to agree, Ambiguity in agreements, Annual interest rate, Asset deal dispute, Bloom Master case analysis, Bloom Master Inc. v. Bloom Master LLC., Clarity in contracts, Contract adjustment, Contract clarity, Contract dispute resolution, Expected sales numbers, Legal disputes in M&A, Legal lessons, M&A agreement terms, M&A contract recommendations, M&A litigation, Note payment provisions, Purchase money note, Purchase money note adjustment, Sales expectations
Indiana APA Choice of Law and Product Liability: What You Need to Know
Explore the legal implications of choice of law provisions in M&A deals and their impact on product liability, with insights from a significant case. Learn how choice of law can affect buyer responsibilities in asset purchase agreements. June 7, 2019…
Posted in choice of law provision, product line exception, successor liability Tagged with: asset purchase agreement, buyer responsibilities, California product line exception, Case reference: In Re New York City Asbestos Litigation, Choice of law provisions, contractual disputes, Indiana choice of law, Legal intricacies in M&A, M&A legal implications, New York state court lawsuit, Product liability in M&A, Successor liability laws
Avoiding Liability When Selling Your Fitness Club: Lessons from Mechanicsburg Fitness Case
Learn from the legal battle of a Pennsylvania-based Gold’s Gym and how poorly drafted contracts led to post-sale litigation. Discover key takeaways for selling your business without facing similar issues. M&A Stories June 5, 2019 Introduction: Selling your company can…
Posted in asset purchase agreement, assignment of contracts, contracts, due diligence Tagged with: asset sale, assignment of contracts; due diligence of contracts, Business Sale, contract drafting, contractual provisions, fitness club, Gold's Gym, Legal Blog, Liability, M&A, Mechanicsburg Fitness, negotiations, personal trainers, post-closing liabilities, Stock sale
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