The court concluded that GM’s refusal to grant buyer’s request to move the seller’s dealership to the buyer’s location was not a violation of applicable Missouri law. M&A Stories February 23, 2022 Introduction The sale of an auto dealership requires…
Monthly Archives: February 2022
COURT UPHOLDS GM DECISION TO APPROVE DEALERSHIP SALE WITHOUT REQUEST FOR RELOCATION TO BUYER’S SITE
Posted in Problems with franchise deals
BUYER OF WASTE TRANSPORTATION BUSINESS WINS POST CLOSING COMMON CARRIER CERTIFICATE DISPUTE WITH COMPETITOR
The buyer was aware that the seller had granted a license to use seller’s common carrier certificate to a competitor before the closing. But closed anyway because buyer’s lawyer thought it was not enforceable. M&A Stories February 18, 2022 Introduction…
COURT AWARDS $9.2 MILLTION TO BUYER FOR SELLER’S FAILURE TO DISCLOSE THAT IT HAD GRANTED A PATENT LICENSE FOR ITS MEDICAL DEVICE TO A COMPETITOR
There was apparently no public record of the seller’s license with its competitor. M&A Stories February 12, 2022 Introduction A buyer often buys a company to commercialize exclusive rights to intellectual property. The deal In this 2006 deal a medical…
MEDICAL RESEARCH INSTITUTE CAN SUE BUYER OF RESEARCH SCIENTISTS’ BIOTECH ASSETS, FORMER INSTITUTE EMPLOYEES, FOR TRADE SECRET MISAPPROPRIATION
Court held that institute’s allegations if true could establish that the buyer knew or should have known that the seller’s owners had stolen the trade secrets from the medical research institution. M&A Stories February 3, 2022 Introduction The value of…
Recent Posts
- BUYER CAN’T HOLD OWNER OF SELLER COMPANY LIABILE FOR POST-CLOSING COMPETITIVE ACTIVITES OF HER GRANDSON
- TWO NONCOMPETES IN M&A DEAL. ONE AS OWNER OF SELLER AND ONE AS BUYER EMPLOYEE.
- BUYER HAD NO FURTHER OBLIGATION TO PAY SELLER AN EARNOUT
- SELLER OF ACCOUNTING PRACTICE MUST PAY BROKER FEE EVEN THOUGH BROKER TERMINATED THE ENGAGEMENT
- BUYER OF LIGHTWEIGHT TRACKABLE PALLET MAKER SUE FORMER SELLER EMPLOYEE COMPANY FOR TRADE SECRET THEFT
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- 351 M&A transactions
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- boot
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- business cards
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- C Reorganization
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- customer deposits
- customer list
- customer list
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- deferred closing
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- deliberate fraud carveout
- denial of consent must be reasonable
- dental practice sale
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- diminuation of value
- direct
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- EBITDA
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- executory contracts
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- extension of closing
- extra-contractual fraud
- F reorganization
- failure to make timely purchase price payment
- fair insider deal
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- fee based upon buyer debt assumption
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- for cause termination
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- foreign income tax
- form over substance
- forum non conveniens doctrine
- forum selection clause
- franchise sale
- fraud
- fraud carveout
- fraud carveout
- fraud in business sale
- fraud in the inducement exception
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- full disclosure
- full disclosure rep
- full disclosure rep
- further assurance provision
- further assurance provision
- governmental approval
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- Guaranty
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- handshake redemption obligation
- hinder, delay or defraud
- hiring seller's employees
- implied assumption of seller contract/liability
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- implied duty of good faith and fair dealing
- implied warranty of merchantability
- indemnification
- indemnification cap
- indemnification for pre-closing product loss
- independent trustee
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- insider
- insurance broker duty
- insurance coverage
- insurance requirements
- integration clause
- Intellectual Property
- Internal Revenue Code Section 1377 election
- investment banker/business broker
- joint venture
- judgement for intentional misrepresentation
- key employees of target
- land use issues
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- leases
- leases
- letter of intent
- liens
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- lost profits
- M&A agreement
- MAE rep
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- material
- material contracts
- material rep and warranty breach
- Medi-Cal provider agreements
- membership interest purchase agreement
- mere continuation
- mere continuation exception
- merger
- merger agreement
- midco transaction
- minority business participation program
- misappropriation of likeness
- misleading personal financial statement
- missing attachment to acquisition document
- modification as counteroffer
- multi-employer pension plan
- mutual mistake
- mutual mistake
- negligent misrepresentation
- net working capital adjustment
- New York
- no kickback or bribe rep
- no oral modifications of contract
- no pending government investigations or inquiries
- no solicitation of seller employees
- No Undisclosed Liabilities
- non-reliance clause
- nonbinding
- nonbusiness income
- nonbusiness income/sale of subsidiary
- noncompete area
- noncompetition covenant term
- nondischargeable debt in bankruptcy
- nondisclosure agreement
- nondisclosure provision
- nonqualified preferred stock
- nonsolicitation of employees and customers
- nonsolicitation of former customers
- note payment amount adjustment
- notice
- notice provision
- officer duty of care
- officer or director's fiduciary duty to disclose
- offset or setoff provision
- offset right
- One class of stock
- oral contract
- oral copyright agreement
- overly complicated language in contract
- owner liability for company breach of financing deal
- Ownership of Target Law Firm File
- parol evidence rule
- patents
- payroll tax
- percentage of purchase price
- permits and certificates
- personal goodwill
- personal guaranty
- personal guaranty of company debt by selling shareholder
- personal guaranty of lease
- Personal Name
- photo or image
- piercing veil of acquisition subsidiary
- post asset purchase issues
- post closing covenants
- post signing asset valuation
- post-closing adjustments for pre-closing sales and services
- post-closing sales tax
- PPP loan
- PPP loan assumption
- pre-closing management agreement
- pre-closing operating arrangement
- pre-closing sales tax
- preservation of due diligence materials
- prior-material-breach doctrine
- private equity
- Problem with distributors
- Problem with Investment Banker/Broker/Finder Fee
- problem with mandatory arbitration clause
- problem with prorations
- problem with purchase price adjustment
- problem with seller co-owners
- problem with seller contract
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- Problems when business fails after closing
- Problems with Competitors
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- Problems with franchise deals
- problems with general liability insurance
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- Problems with intellectual property
- problems with pensions
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- problems with receivables
- Problems with sale of auto dealerships
- problems with seller's employees
- problems with seller's lender
- Problems with seller's projections
- problems with subordination rights
- product line exception
- projections
- projections
- promissory estoppel
- promissory note
- prudence
- public information exclusion
- punitive damages
- purchase agreement
- purchase price
- purchase price adjustment
- purchase price reduction
- quality of earnings assessment
- ratifying unassumed contract by post-closing action
- reasonably equivalent value
- receipt of buyer equity or security
- receipt of buyer equity or security
- receivables
- recoupment doctrine
- reformation
- reformation of contract
- reliance
- remote use of trademark out of territory
- representation and warranty about customers
- representations and warranties
- rescission
- rescission
- retaliation
- retention bonus
- revenue and profit projections
- reverse termination or breakup fee
- Revlon doctrine
- Right of publicity
- risk of post closing payments
- royalty
- S corporation
- sale leaseback
- sale of assets of business
- sale of business to ESOP
- sale of product line
- sales order
- sales tax
- sales tax imposed on equity sale of DRE
- sales tax risk
- SBA approval re PPP loan
- scienter
- Section 1377 election
- Section 363 sale
- securing buyer's note
- securing deferred purchase price
- security agreement
- seller carried purchase price
- seller knowledge
- seller owner responsibility for underreported sales tax
- seller owners equity interest in buyer
- seller ownership in buyer
- seller rep of no federal employer liability
- seller's age discrimination claims
- seller's covenants
- seller's federal injunctions
- seller's unemployment experience rating
- seller's warranty claims
- seller's workers compensation experience rating
- severance benefits
- sexual harassment
- shareholder approval of deal
- shareholder buyout of partner
- shareholder personal guaranty of target lease
- shareholder release
- sharing transaction tax deduction benefits
- sick time
- signing LOI with revisions by signer
- specific performance
- state and local tax
- state approval of nonprofit hospital
- state franchise/income tax
- statute of frauds
- statute of limitations
- stay bonus
- step-down provision
- stock purchase agreement
- stock sale
- strategic acquisition
- strategic acquisition
- structure of transaction
- subordination
- substance over form
- substantially all assets
- success fee
- successor liability
- sufficiency of assets rep
- supply problems
- survival of covenants
- survival of reps and warranties
- tangible net worth
- target's stock options
- tax
- tax benefit sharing
- tax deferred reorganization
- tax penalties and additions
- Taxation
- termination of M&A agreement
- termination or breakup fee
- third party
- third party beneficiary clause
- time of the essence
- timely objection to indemnification claim
- tolling
- tolling
- tort misrepresentation in M&A
- tortious interference with prospective economic advantage
- trade secret misappropriation
- trade secret misappropriation by former seller employee
- trademark infringement
- trademarks
- transferee liability for taxes IRC Section 6901
- TRO/preliminary injunction before filing for arbitration
- tying fraud to economic loss
- typo or scriverner's error
- UCC search
- Uncategorized
- Uniform Fraudulent Transfer Act or Uniform Voidable Transfer Act
- union fringe benefits
- union liabilities
- unitary business
- unjust enrichment
- unliquidated or disputed claim
- unwanted assets
- vacation time
- valuation
- value added tax or VAT
- waiver of contractual provision
- waiver of jury trial
- waiver of removal to federal court
- waiver provision
- willful breach carveout
- willing buyer or procuring cause
- Withholding Post-closing payments
- working capital adjustment
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