A forum section clause in a share purchase agreement might have deterred Florida sellers of stock in a Tennessee company from suing a California-based buyer that is a Delaware corporation in a Florida court. July 27, 2023 Introduction: In the…
Monthly Archives: July 2023
BUYER NOT IN BREACH FOR DEMANDING REFUND AFTER UNVEILING SELLER’S FRAUD IN NIGHTCLUB PURCHASE
A Georgia intermediate appellate court held that the buyer had not breached the purchase agreement after the closing for wanting to unwind the deal. July 26, 2023 Introduction: In a recent case, an Atlanta nightclub buyer faced a lawsuit from…
Posted in fraud in business sale Tagged with: Atlanta Nightclub Acquisition, Buyer's Refund Demand, Directed Verdict in Trial, Disclosure of Criminal Incidents, Grae Hospitality, Lawsuit and Appellate Court, LLC, LLC v. LL Atlanta, M&A legal blog, Purchase Agreement Breach, Seller's Fraudulent Actions, Unwinding a Deal in M&A
STALKING HORSE BIDDER AWARDED $4.2 MILLION BREAKUP FEE AND REIMBURSEMENT AFTER SUCCESSFUL AUCTION
The asset purchase agreement provided for a breakup fee and expense reimbursement. However, the bankruptcy court did not approve the deal protection terms before the auction. Nevertheless, the court approved the breakup fee and expense reimbursement because it resulted in…
BUYER NO LONGER REQUIRED TO PAY SELLER EARNOUT
The buyer had purchased seller’s cloud-based secure messaging IP in part, for a royalty-based earnout. The buyer emerged from a bankruptcy reorganization free of the earnout obligation. M&A Stories July 17, 2023 Introduction In this blog post, we discuss a…
DISPUTE OVER INDEMNIFICATION FOR LICENSE FEES IN INDIA’S TELECOMMUNICATION SPECTRUM
The parent company in a spin-off transaction was obligated to indemnify its former subsidiary for per-closing taxes. The parent company argued that $94 million in license fees were not taxes. M&A Stories July 12, 2023 Introduction: In business acquisitions, the…
Posted in problems with taxes Tagged with: Appellate court decisions, Asset purchase agreements, Indemnification disputes in M&A transactions, Indian telecommunications regulations, Legal implications of pre-closing assessments, Liability allocation in business acquisitions, License fees in acquisitions, M&A legal disputes, Spin-off transactions, Tax indemnification provisions
NURSING HOME SELLER SUES BUYER FOR FAILING TO CLOSE TRANSACTION
The buyer agreed to purchase the nursing home for $28 million. The deal did not close, and the seller blamed the buyer. M&A Stories July 10, 2023 Introduction: Closing a deal becomes less likely as the transaction becomes more complex.…
NON-PROFIT HOSPITAL BUYER CHALLENGES DENIAL OF PROPERTY TAX EXEMPTION FOR ACQUIRED HOSPITAL
A non-profit hospital chain buys a for-profit hospital and its property tax exemption application for the hospital is denied by the county. M&A Stories July 8, 2023 Introduction: Most hospitals in the United States are non-profit corporations, comprising over two-thirds…
BUYER OF DENTAL PRACTICE ASSETS FACES LAWSUIT OVER ALLEGED MEDICAID FRAUD BY SELLER
A whistleblower claims that the buyer of the assets of a dental practice is responsible for allegedly false Medicaid claims filed by the seller. M&A Stories July 6, 2023 Introduction: In this M&A story, we discuss a case where the…
RESOLVING DISPUTES IN BUSINESS SALES: FORUM SELECTION CLAUSES AND LOCATION CHALLENGES
The court applied the purchase agreement’s Michigan forum selection clause and refused to transfer the case from Detroit to Houston, even though it will be inconvenient for both the Houston-based seller’s owner, the Houston business, and its employees, not to…
Posted in problems with forum selection clauses Tagged with: Breaking Forum Selection Clauses, Business Sales Litigation, Forum Selection Clauses, Home Court Advantage in Litigation, Impact of Forum Selection Clauses, Location Challenges in Lawsuits, M&A Disputes, Michigan Forum Selection Clause, Seller's Rights in M&A Lawsuits, Transferring Lawsuits
SELLER IN BANKRUPTCY AUCTION SEEKS DAMAGES FROM SUCCESSFUL BIDDER’S MISCONDUCT
In a David and Goliath deal, the small bankruptcy auction seller accuses the successful multinational bidder of primary antibiotic assets of sharp dealing. M&A Stories July 2, 2023 Introduction: In this case, a small pharmaceutical company, facing bankruptcy, has accused…
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