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…
Monthly Archives: March 2020
Safeguarding Purchased Customer Information through Nondisclosure Agreements in M&A Deals
Posted in customer list, customer list, nondisclosure agreement, trade secret misappropriation Tagged with: Acquisition Agreement, Business acquisition, Case Study, Confidentiality covenant, Customer information protection, Legal Challenges, M&A deals, Nondisclosure agreements, Preventing competition, trade secret
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…
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: American Mortgage & Equity Consultants, binding provisions, Business acquisitions, Inc., Inc. v. Everett Financial, Legal Disputes, letter of intent, LOI legal implications, M&A legal blog, modified signed draft as counteroffer, nonbinding clauses, soliciting employees
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: Bankruptcy court, bankruptcy trustee, Buyer's liability, court-approved sales order, Distressed Business Acquisition, lease modification, legal implications, M&A legal blog, Purchase agreement, Redskins Grille case, Section 363 sale, Virginia federal district court
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: Asset buyer, Claros Diagnostics v. OPKO Health, contract breach, Delaware Court of Chancery, earnout, fraud-breach claims, M&A legal blog, medical device company acquisition, post-closing claims, statute of limitations
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