Learn about a recent M&A case where a court ruled on the nature of an Ernst & Young earnout calculation, determining it as arbitration rather than expert determination. Get insights into the legal conflict and the court’s ruling. November 19,…
Monthly Archives: November 2019
Court Decides EY Earnout Calculation as Arbitration, Not Expert Determination
Posted in arbitration vs expert determination, dispute resolution provision, earn out, earn out dispute procedure, earn outs Tagged with: appellate court, arbitration, Court of Appeals of Indiana, dispute resolution, Earnout Calculation, Ernst & Young, expert determination, Inc. v. Mullholand, Indiana engineering business, legal conflict, M&A legal blog, purchase price adjustments, SGS North America, trial court case
ESOP Bank Trustee and Owner Ordered to Repay $6.5 Million Overpayment in Purchase Price
Explore a case study where ESOP owners and a bank trustee were sued for an overpriced transaction, resulting in a $6.5 million repayment order. Learn key takeaways for successful ESOP deals. November 18, 2019 Introduction: Selling a business to an…
Posted in capitalization of cash flow, discounted cash flow or DCF, independent trustee, projections, prudence, sale of business to ESOP, valuation Tagged with: bank trustee liability, business sale litigation, Employee Stock Ownership Plan, ESOP lawsuit, ESOP professionals, ESOP valuation, M&A legal case, overpricing, Pizzella v. Vinoskey, valuation methods
Business Buyer’s $8 Million Claim Denied in Case of Nonrenewed Customer Contracts
Explore a legal case where a business buyer’s $8 million claim was denied after losing revenue due to nonrenewed customer contracts. Gain insights into the court’s ruling and the importance of accurate representations in M&A agreements. November 10, 2019 Introduction:…
Posted in customer and supplier rep, full disclosure rep, MAE rep, projections, representations and warranties Tagged with: asset purchase agreement, Boeing contracts, Business acquisitions, business buyer claim, Delaware Court of Chancery, full disclosure, Legal dispute, M&A legal case, material adverse effects, nonrenewed customer contracts, Private equity firm, revenue loss, seller inaccurate projections, seller's representations
Buyer’s Defeat in Dispute with Asset Seller Over Deal’s Sales Tax Responsibility
Explore a legal blog post discussing a significant M&A case where a buyer faced unexpected challenges over sales tax responsibility in a marina asset purchase agreement. Learn how precise contract language and allocation provisions could have averted the dispute. Case…
Posted in allocation of sales tax from transaction, asset purchase agreement Tagged with: allocation provision, asset purchase agreement, buyer-seller dispute, contract language, Gaines Mar. & Servs., Inc. v. CMS Mar. Stor., intermediate court of appeal, LLC, M&A case study, M&A legal blog, New York state trial court, sales tax responsibility
Court Approves Seller’s Fraud Lawsuit in Earnout Dispute
Explore a real-life M&A dispute where a seller’s fraud lawsuit against a buyer over an earnout disagreement led to a court ruling. Gain insights into the legal intricacies of this case and the implications for M&A agreements. November 6, 2019…
Posted in anti-reliance clause, earn outs, integration clause Tagged with: anti-reliance provision, earnout dispute, fraud lawsuit, Gruner v. Huron Consulting Group, Illinois common law, Illinois Securities Law, Inc., integration clause, Keywords: M&A lawsuit, legal analytics company, stock purchase agreement
Court Rules on $12 Million M&A Termination Fee
Explore the court’s decision on a $12 million M&A termination fee in the case of Genuine Parts Company v. Essendant Inc. Learn valuable insights for M&A deals and fiduciary out clauses. November 5, 2019 Introduction: In M&A deals, sellers often…
Posted in exclusive remedy, fraud carveout, termination of M&A agreement, termination or breakup fee, willful breach carveout Tagged with: Court of Chancery of Delaware, Essendant Inc., Exclusive remedy provision, Fiduciary oatiout clause, Genuine Parts Company, M&A legal case, M&A termination fee, merger agreement, non-solicitation provision
Insolvent Nonprofit Hospital Sells Assets in Bankruptcy: California Attorney General’s $305 Million Conditions Overruled
Explore the legal details of a California nonprofit hospital’s asset sale in bankruptcy, where the Attorney General’s conditions were overruled, impacting a $610 million deal. Learn about the implications and case reference. November 1, 2019 Introduction: Selling assets of a…
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