Monthly Archives: September 2019

When Family Business Meets Legal Showdown: A Lesson in Fair Deals

Explore the intriguing case of a Texas car dealership empire and the legal battle that ensued over a controversial stock issuance. Learn valuable lessons in fair dealing and corporate governance. September 26, 2019 M&A Stories Introduction: In the world of

Posted in doing deal with company's officer or director, fair insider deal Tagged with: , , , , , , , , , , ,

A Costly Lesson: Simplifying M&A Price Adjustments

Explore a real-life M&A case involving a dispute over purchase price adjustments and the importance of streamlining this process. Learn how specifying the accounting firm in the APA could have saved time, stress, and money. September 20, 2019 M&A Stories

Posted in dispute resolution procedure, purchase price, working capital adjustment Tagged with: , , , , , , , , , , , , ,

Buyer Beware: When Trust Turns Into Deceit in M&A

Explore a cautionary M&A tale of misplaced trust and its legal consequences. Learn why protective deal terms are crucial even when trust is strong. September 19, 2019 M&A Stories Introduction: In the world of M&A, sometimes good intentions can lead

Posted in covenant not to compete, fraudulent inducement, noncompetition covenant term Tagged with: , , , , , , , , , , , ,

Court Rules No De Facto Merger in Purchase of Bankrupt Company’s Assets

Explore the court decision regarding de facto merger in asset acquisitions. Learn how the absence of common ownership impacted this M&A case. Insights on product liability risks. September 17, 2019 M&A Stories Introduction: When acquiring a manufacturing business, evaluating product

Posted in asset purchase agreement, de facto merger exception, successor liability Tagged with: , , , , , , , , , ,

7th Circuit Decision on Superfund Allocation in Business Purchase

Explore a pivotal legal case where a buyer acquired an environmentally contaminated steel mill and sought to recover cleanup expenses under CERCLA. Discover the court’s decision and its implications for M&A deals with environmental liabilities. September 13, 2019 M&A Stories

Posted in CERCLA or superfund liability, successor liability Tagged with: , , , , , , , , , , , , , ,

9th Circuit Rules on APA’s Delaware Forum Selection Clause in M&A Deal

Explore a recent case where a seller contested the enforceability of a Delaware forum selection clause in an asset purchase agreement (APA) and the subsequent ruling by the 9th Circuit Court of Appeals in the realm of mergers and acquisitions

Posted in contravene strong state public policy, forum non conveniens doctrine, forum selection clause Tagged with: , , , , , , , , , ,

Buyer’s Rights to Offset Environmental Legal Costs in M&A Deals

Explore the nuances of buyer offset rights in M&A deals and their application in a real-world case. Learn how a Delaware court ruled on a seller’s challenge to offset legal costs in a post-closing environmental litigation. September 9, 2019 M&A

Posted in environmental, indemnification, offset or setoff provision Tagged with: , , , , , , , , , ,

Extending Contractual Timeframes in M&A Deals Under Delaware Law

Explore the implications of Delaware law on survival periods and statute of limitations in M&A agreements. Learn how a recent case, Kilcullen v. Spectro Scientific, Inc., sheds light on extending timeframes for indemnification claims. September 6, 2019 M&A Stories Introduction:

Posted in extension by contract in Delaware, indemnification, statute of limitations, survival of reps and warranties, tolling Tagged with: , , , , , , , , , , , ,

Buyer Prevails in Successor Liability Dispute with Union After Asset Purchase

Explore the legal battle between a buyer and a seller’s union in this M&A case. Learn about the dispute, key legal arguments, and the importance of due diligence in asset purchases. September 4, 2019 M&A Stories Introduction: In this ongoing

Posted in actual knowledge, constructive knowledge, successor liability, union liabilities Tagged with: , , , , , , , , , , , ,

Earnout Dispute: Lessons for Business Sellers

Explore the case of a Texas-based seller’s earnout dispute and the consequences of failing to verify earnout calculations. Learn valuable lessons for business sellers in M&A deals September 3, 2019 M&A Stories Introduction: When buying or selling a business, disagreements

Posted in earn out, earn out dispute procedure, economic loss doctrine, fraud in business sale, fraud in the inducement exception Tagged with: , , , , , , , , , ,

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