Introduction The founder of a company often wants to pass the business on to his kids when he or she is ready to slow down. The founder also often wants to control the business after the transfer. That is what…
Introduction The founder of a company often wants to pass the business on to his kids when he or she is ready to slow down. The founder also often wants to control the business after the transfer. That is what…
Introduction The amount of the purchase price in a business acquisition is often finetuned in the purchase agreement by a working capital mechanism; where the working capital at closing is calculated after the closing. The deal That was the case…
Introduction Sometimes being a good guy in an M&A deal can come back to bite you. If the buyer’s allegations are true, then this feels like a no good deed goes unpunished story. The deal Here, both the buyer and…
Introduction Buyers of manufacturing businesses must always assess product liability risks. Even when buying the assets of the business as opposed to the stock (or LLC membership interests). The deal Here, the manufacturing company in this case made lathes. It…
Introduction One legal risk in buying a manufacturing business is product liability. Purchasing the assets as opposed to the equity of the manufacturer reduces that risk. However, in all states the buyer may be responsible for any product liability claims…
Introduction Buying a business with CERCLA issues is fraught with risk. The buyer hopes that it can price the deal correctly; which includes an estimate of what if anything the buyer can recover from the actual polluter. The deal Here,…
Introduction Many buyers and sellers in M&A transactions like Delaware courts to handle their disputes because of the reputation for competence. Thus, it is common to see a Delaware forum selection clause in M&A agreements. Some parties to a deal…
Introduction A buyer of a business likes offset rights. An offset right provision in a M&A purchase agreement gives the buyer the right to offset losses that it suffers that are the seller’s responsibility from post-closing payments that the buyer…
Introduction It is common in M&A agreements to specify survival periods for making indemnification claims; and to toll the survival period while a timely indemnification claim is pending. However, although a survival period under Delaware law can shorten the applicable…
Introduction This is a continuing saga of a business asset buyer’s post-closing battle with a seller’s union. Chapter 1 is found in an earlier blog: http://www.mk-law.com/wpblog/court-says-asset-buyer-of-business-can-sue-seller-for-failure-to-disclose-its-union-contract-obligation/ The deal The seller and buyer both performed waterproofing, concrete and masonry restoration, and…
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