Monthly Archives: April 2021

Court Says Buyer Prepared LOI That Seller Signed Is Probably Unenforceable

Although the seller signed the buyer prepared LOI, it included additional terms which were never agreed to by the buyer. M&A Stories April 30, 2021 Introduction A letter of intent (or LOI) is often used in a private deal to

Posted in letter of intent, signing LOI with revisions by signer Tagged with: ,

Asset Buyer Fights Claim That It Assumed Liability for Product Line Containing Asbestos

Buyer only purchased certain product lines of seller but also purchased the trade name that seller used for all product lines including a steam turbine product line that contained asbestos which the seller did not sell to the buyer. M&A

Posted in buyer assumption of seller liability, successor liability Tagged with: ,

Seller Has Post-Closing Problem with His Pre-Closing Guaranty of Target Lease

Target falters after closing and stops paying rent to its landlord. The seller sues the target and the buyers to manage his exposure because of a personal guaranty he gave to landlord.   M&A Stories    April 14, 2021   Introduction   It is very common for the owner of a company to guaranty the company’s office

Posted in shareholder personal guaranty of target lease, stock purchase agreement Tagged with: ,

Buyer Accuses Timeshare Business Seller of Signing Credit Risk Members Before Closing

Delaware Court denies seller’s motion to dismiss buyer’s claims that seller changed practice before closing by signing up customers with low FICO scores.   M&A Stories    April 13, 2021   Introduction   A buyer uses past performance and future projections to help price a target business. The

Posted in exclusive remedy, fraud carveout, fraud in business sale, fraudulent inducement Tagged with: ,

Asset Buyer Can’t Enforce Employee Nonsolicitation Covenants

Oklahoma federal court refuses to enforce several employee non-solicitation post-employment covenants because they were either non-assignable, had no term, applied to indirect solicitation or were not restricted to established customers. M&A Stories April 11, 2021 Introduction One buyer M&A risk

Posted in nonsolicitation of employees and customers, nonsolicitation of former customers Tagged with: ,

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