The buyer claims that the seller overstated revenue and understated costs, and that the target’s post-closing first quarter produced a $ 1 million loss M&A Stories April 24, 2022 Introduction: In the world of mergers and acquisitions, it’s not uncommon…
Monthly Archives: April 2022
BUYER SUES SELLER OVER INACCURATE FINANCIALS IN ROOFING AND SOLAR COMPANY ACQUISITION
Posted in Problems with financials Tagged with: Accounting Firm Review, Acquisition Investigation, Buyer vs. Seller, Downward Adjustment of Revenue, Inaccurate Financials, Lawsuit and Litigation, Legal Disputes, Mergers and Acquisitions, Roofing and Solar Company, Solar Integrated Roofing Corp. v. Ballew
AIRLINE COMPETITOR FAILS TO RECOVER $10 MILLION IN FEDERAL COVID ASSISTANCE FROM BUYER AFTER BANKRUPT SELLER’S SALE
The seller airline filed for $10 million federal Covid assistance days before filing for bankruptcy. The buyer received the assistance and a competitor tried and failed to force the buyer to return the money. M&A Stories April 21, 2022 Introduction:…
Buyer Can’t Blame Seller for Business Failure When Assisting in Manager Selection
The seller stayed on under a temporary consulting arrangement. At buyer’s request the seller helped pick a president for the buyer to manage the business. It did not work out and the business failed. M&A Stories April 15, 2022 Introduction:…
Posted in Problems with Deferred Purchase Price, Problems with post-closing management of business Tagged with: Auto Parts Sorting Business, Business acquisitions, Business Failure, Buyer-Seller Consulting Agreement. Manager Selection, Industry Management Experience, Kentucky State Court, M&A legal blog, Personal Guaranty, Poston v. Welch Case
Ohio Auto Dealership Buyer Unsuccessful in Halting Sale to Another Party Amid Honda Approval Protest
Both the Ohio Motor Vehicles Dealers Board and the courts said that Ohio’s motor vehicle law did not give the Board the power to prevent the seller from selling to another party pending resolution of the buyer’s Board protest. M&A…
Business Buyer’s Fraud Claim Fails: Understanding the Case of Ironwoods Troy v. Optigolf
No fraud: business seller’s rosy projects were just “puffery” and the buyer failed to perform due diligence. M&A Stories April 12, 2022 Introduction: In the world of business acquisitions, legal disputes may arise when a purchased business fails to perform…
Why a Business Seller May Not Collect Payment from a Buyer’s Guarantor
The subordination agreement entitled the bank to be paid ahead of the seller unless the buyer met certain financial conditions designed for the bank’s security M&A Stories April 11, 2022 Introduction: Selling a business involves the risk of nonpayment for…
Posted in Problems with Deferred Purchase Price Tagged with: Business Seller, Buyer's Guarantor, Deferred Purchase Price, Financial Conditions, Indigo Old Corp. v. Guido, Lawsuit, M&A legal blog, promissory note, Purchase Price, Risk of Collecting Against Buyer Guarantor When There Is Bank Subordination Agreement, Subordination agreement
SELLER LIABLE FOR ILLEGAL BILLING PRACTICES IN WASTE CONTROL BUSINESS SALE
The waste control business seller had represented and warranted that it lawfully operated its business. The court held that the seller’s unlawful billing practices damaged the buyer because the revenue derived from those could not be replicated post-closing. M&A Stories…
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