Monthly Archives: June 2021

DOL Claims Board Failed to Monitor Independent ESOP Trustee

A company’s founders (and sole directors) contest DOL allegations that they failed to prudently monitor the independent ESOP trustee’s duty to not overpay for the stock. M&A Stories June 17, 2021 Introduction An exit strategy for an owner of a

Posted in director liability, independent trustee, prudence, sale of business to ESOP Tagged with: ,

Related Company to Seller Bound by APA Forum Selection Clause Even Though a Nonsignatory

California supplier and distributor were commonly owned companies. Kentucky distributor purchased assets of distributor and entered into a supply agreement with supplier. Supplier forced to litigate supply agreement dispute with buyer in California because of asset purchase agreement’s forum selection

Posted in enforce against nonparty, forum selection clause Tagged with: ,

NY Court Held That Business Asset Seller Did Not Transfer Unemployment Experience Account

NY intermediate appellate court concluded that the buyer did not acquire the goodwill of the seller. It purchased intangibles such as the seller’s online schedule booking website and tradename but did not use them. It purchased the seller’s assets to

Posted in seller's unemployment experience rating, successor liability Tagged with: ,

Delaware Court Refuses to Enforce a Merger Agreement’s Forum Selection Clause

The Delaware Court of Chancery refused to enforce a merger agreement’s Delaware forum selection clause against a former target sales manager who owned a fraction of a share of stock of a California based target, because the former target sale

Posted in forum selection clause Tagged with: ,

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