Monthly Archives: March 2020

Safeguarding Purchased Customer Information through Nondisclosure Agreements in M&A Deals

Learn how including a covenant in your acquisition agreement can prevent sellers from disclosing or utilizing customer data, even if it’s not classified as a trade secret. Explore a real case involving a seafood wholesaler and importer. March 31, 2020

Posted in customer list, customer list, nondisclosure agreement, trade secret misappropriation Tagged with: , , , , , , , , ,

When Setoff Applies in Asset Purchase Agreements for Indemnification Claims

Explore the complexities of setoff in asset purchase agreements for indemnification claims. Learn how post-closing payments can be impacted by unresolved issues between buyers and sellers. Case analysis included. March 19, 2020 Introduction: After acquiring a business, buyers sometimes uncover

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

Buyer’s Ability to Solicit Seller’s Employees Despite Letter of Intent

Explore the legal complexities surrounding a buyer’s ability to approach seller’s employees despite a Letter of Intent (LOI) in business acquisitions. Understand the case of American Mortgage & Equity Consultants, Inc. v. Everett Financial, Inc. and key factors affecting the

Posted in letter of intent, modification as counteroffer, no solicitation of seller employees, nonbinding Tagged with: , , , , , , , , , , ,

Buyer Bound by Bankruptcy Court’s Sale Order Despite Non-Signing of Purchase Agreement

Explore a case involving a Section 363 bankruptcy sale where a buyer’s liability was upheld by the court despite not signing the purchase agreement. Gain insights into the legal implications of court-approved sales orders in distressed business acquisitions. March 11,

Posted in bankruptcy sale, distressed business acquisitions, sales order, Section 363 sale Tagged with: , , , , , , , , , , ,

Asset Buyer Can’t Recoup its Stale Fraud-Breach Claims Against Earnout

Explore a case study from March 10, 2020, involving a medical device company acquisition and the implications of not pursuing fraud/breach claims post-closing. Learn about the court’s ruling and the importance of timely action in M&A deals. March 10, 2020

Posted in earn out, earn outs, recoupment doctrine, statute of limitations Tagged with: , , , , , , , , ,

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