Monthly Archives: December 2020

CEO’s Potential Liability for Withholding Buyer’s Financials in Merger Proxy

Explore a case study involving a CEO’s potential liability for withholding critical financial information in a merger proxy. Learn about the legal implications and the court’s ruling in this M&A legal blog. M&A Stories December 24, 2020 Introduction: In mergers,

Posted in officer duty of care, shareholder approval of deal Tagged with: , , , , , , , , , , ,

Buyer’s Ability to Sue Seller for Fraud in Delaware “As Is” Deal

Explore the legal implications of fraud in M&A deals, particularly in cases where buyers agree to purchase assets “as is” without explicit assurances. Learn from a real case study and understand the importance of representations and warranties in protecting buyers’

Posted in "as is where is", fraud in business sale Tagged with: , , , , , , , , , , ,

Business Sale Payments at Risk: COVID and Buyer’s Legal Troubles

Explore a real M&A case where a business owner’s post-sale payments were jeopardized due to a buyer’s legal issues and the COVID-19 pandemic. Learn about the complexities of deferred payments and the risks they entail. M&A Stories December 10, 2020

Posted in risk of post closing payments Tagged with: , , , , , , , , , , , ,

Buyer Cannot Sue Seller for Withholding Pending Customer Loss Information

Explore a case study in M&A where the buyer’s inability to sue the seller is examined due to contractual limitations on claims beyond representations and warranties. M&A Stories December 10, 2020 Introduction: When considering the purchase of a business, it’s

Posted in contracts, due diligence, extra-contractual fraud, fraud in business sale, non-reliance clause Tagged with: , , , , , , , , , , , ,

Buyer’s Bankruptcy Resulting from Trademark Dispute in M&A Deal

Learn from a cautionary tale of bankruptcy resulting from a trademark dispute in an M&A deal. Understand the importance of addressing trademark conflicts before acquisition and the role of legal advice. M&A Stories December 08, 2020 Introduction: When considering the

Posted in copyrights, due diligence, patents, trademark infringement, trademarks Tagged with: , , , , , , ,

Buyer’s Post-Closing Default Shatters Seller’s High-Risk Exit Plan

Explore a real M&A case where a seller’s risk-laden exit plan crumbled as the buyer defaulted on payments. Gain insights into the legal dispute and learn valuable lessons on safeguarding transactions. M&A Stories December 07, 2020 Introduction: Selling a business

Posted in Guaranty, securing buyer's note, securing deferred purchase price, security agreement, seller carried purchase price Tagged with: , , , , , , , , ,

Delaware Chancery Court’s Jurisdiction Hinged on Nature of ADR in M&A Dispute

Explore a pivotal M&A case where Delaware Chancery Court’s jurisdiction hinged on ADR nature. Learn how dispute resolution processes impact court access in acquisitions. M&A Stories December 04, 2020 Introduction: In acquisitions, settling the purchase price often involves adjusting the

Posted in arbitration vs expert determination Tagged with: , , , , , ,

Buyer Owner and Seller Dispute Personal Guaranty Obligation in Airline Acquisition

Explore a legal case involving an airline acquisition where buyer owners’ personal guarantee becomes a point of contention. Learn about the complexities of M&A transactions and the implications of personal guarantees in such deals. M&A Stories December 03, 2020 Introduction:

Posted in guaranty of related acquisition agreements Tagged with: , , , , , , , , , ,

Buyer’s Liability in M&A Deals: Understanding Product Line Exceptions

Explore the concept of buyer’s liability in M&A deals and the impact of product line exceptions. Learn from the McAllister v. Mcdermott case and understand how to manage potential risks when acquiring manufacturing businesses. M&A Stories December 02, 2020 Introduction:

Posted in sale of product line, successor liability Tagged with: , , , , , , , ,

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