Monthly Archives: June 2019

Seller’s Earnout Lawsuit Verdict: Strategic Buyer’s Actions Deemed Not in Bad Faith

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

Posted in earn outs, implied covenant of good faith and fair dealing Tagged with: , , , , , , , , , , , ,

Strategic Buyer’s Decision Not to Proceed with APA after LOI

Explore the Mississippi high court’s ruling on a strategic buyer’s refusal to sign an Asset Purchase Agreement (APA) after signing a Letter of Intent (LOI) in this M&A legal blog. Delve into the background, hurdles, outcome, and legal action of

Posted in implied covenant of good faith and fair dealing, letter of intent, nonbinding Tagged with: , , , , , , , , , , ,

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: , , , , , , , , , , , , , , , , , ,

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: , , , , , , , , , , ,

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: , , , , , , , , , , , , , , , , , , , ,

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: , , , , , , , , , , , , , , , , , , , ,

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: , , , , , , , , , , , , , , , , , , ,

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: , , , , , , , , , , ,

Navigating Required Consents in M&A: Lessons from a Beer Wholesaler’s Battle

Explore the legal battle faced by a Mississippi beer wholesaler when seeking consent to sell its Anheuser-Busch distributorship. Gain valuable insights for M&A professionals. June 7, 2019 M&A Stories Introduction: Exclusive distributor relationships can be the lifeblood of a distributor’s

Posted in asset purchase agreement, Assignment, assignment of contracts, consent to assignment Tagged with: , , , , , , , , ,

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: , , , , , , , , , , , , , ,

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