Monthly Archives: February 2020

Can a Buyer Hold a Seller’s Owner Accountable for M&A Behavior?

Exploring a legal case where a business owner’s personal behavior led to personal liability in an M&A transaction. Learn how a seller’s owner can be held accountable for their actions even when not directly named in the agreement. February 28,

Posted in alter ego, breach of contract, breach of representations and warranties, representations and warranties Tagged with: , , , , , , , , ,

Buyer Needs Owner’s Consent for Using Seller’s Trademark with Owner’s Photo

Learn about a recent legal case highlighting the importance of obtaining the owner’s consent when using seller’s assets, such as trademarks with owner’s photo, during business acquisitions. Explore the details of the case and key takeaways for a smooth transition

Posted in Intellectual Property, misappropriation of likeness, photo or image Tagged with: , , , , , , , , , ,

Enforcing Unwritten Promises: Manager’s Share in APA Purchase Price

Explore a case where verbal promises to key employees in business sales led to legal complications. Learn how unwritten agreements can affect M&A deals and the importance of documenting such agreements. February 19, 2020 Introduction: It’s common for business sellers

Posted in oral contract, statute of frauds Tagged with: , , , , , , , , , , , , ,

Seller’s Owner Found Liable to Pay Buyer’s $1.7 Million Legal Fees: A Lesson in Contractual Guarantees

Explore a significant M&A legal case where a seller’s owner was held liable to pay $1.7 million in buyer’s legal fees. Learn how contractual guarantees and dispute resolution methods impact post-acquisition disputes. Case analysis of Summers Laboratories, Inc. v. Shionogi

Posted in Attorney's Fee Provision, Guaranty Tagged with: , , , , , , , , , , ,

Creative Stock Acquisition: Unpacking the $10 Million Tax Costs and Interest

Explore a recent M&A case involving a creative stock acquisition strategy with unexpected tax consequences. Learn how an IRS ruling imposed $10 million in penalties and interest on investors. Get insights into the legal complexities of midco transactions and their

Posted in asset vs stock deal, midco transaction, tax penalties and additions, transferee liability for taxes IRC Section 6901, Uniform Fraudulent Transfer Act or Uniform Voidable Transfer Act Tagged with: , , , , , , , , , , , , , ,

Recent Comments