Monthly Archives: February 2020

Buyer of Assets of LLC Business Can Sue Seller LLC Member Personally for Seller Breach

February 28, 2020 Introduction Ordinarily the owner of corporation or LLC who sells the company’s assets is not personally liable to the buyer for his or her company’s asset purchase agreement obligations unless he or she signs the APA as

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

Unwritten Promise to Manager of Share of APA Purchase Price May Be Enforceable

February 19, 2020 Introduction It is not unusual for the seller of a business, to promise a key employee a share of the proceeds. Unfortunately, it also happens all too often that those promises do not end up in written

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

Asset Seller Guarantor Must Pay Buyer’s $1.7 Million Legal Fees – But APA Said Buyer Pay Own Fees

February 7, 2020 Introduction Post-closing disputes in business acquisitions are common. One way of managing this legal risk is to deal with the question of whether the loser in such a dispute pays the reasonable legal expenses of the other

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

Creative Stock Acquisition Cost $10 million in Tax Penalties & Additions Plus Interest

February 3, 2020 Introduction A stock sale of a business often yields the business owner a greater amount of after tax sales proceeds than a sale of assets. However, most buyers prefer the tax advantages of an asset acquisition. This

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: , ,

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