Monthly Archives: November 2019

Court Decides EY Earnout Calculation as Arbitration, Not Expert Determination

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,

Posted in arbitration vs expert determination, dispute resolution provision, earn out, earn out dispute procedure, earn outs Tagged with: , , , , , , , , , , , , ,

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: , , , , , , , , ,

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

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

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: , , , , , , , , , ,

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: , , , , , , , ,

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

Posted in bankruptcy sale, distressed business acquisitions, Section 363 sale, state approval of nonprofit hospital Tagged with: , , , , , , ,

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