In this blog post, we explore the legal complexities of seller financing in M&A transactions, with a focus on a case involving a Boise-based graphic design company. The post examines the risks sellers face when accepting deferred payments like promissory…
Monthly Archives: January 2025
Risk of M&A Seller Financing and Contractual Protections
Posted in Problems with Deferred Purchase Price Tagged with: bankruptcy and M&A transactions, bankruptcy in M&A, business sale financing, buyer mismanagement, contingent payments in M&A, earnouts in mergers and acquisitions, Idaho M&A law, M&A deal protections, M&A protective clauses, M&A seller financing, managing deferred payments, promissory notes in M&A, Risk mitigation in M&A, seller financing risks, seller notes, seller's recourse in M&A, shareholder voting rights
Court Holds M&A Agreement’s Limitation of Ohio’s Statute of Limitation Unenforceable
This blog explores a recent Ohio federal district court ruling, which rendered an M&A agreement’s limitation on the statute of limitations unenforceable. It highlights the nuances of survival clauses in asset purchase agreements and their legal implications for sellers in…
Posted in problems with survival provisions Tagged with: asset purchase agreement, asset sale, business litigation, business transaction, buyer indemnification claims, contractual limitations, Corporate Law, Deferred Purchase Price, indemnification, Legal compliance, Legal dispute, M&A, M&A agreements, M&A negotiation, M&A seller, M&A terms, Ohio federal court, Ohio law, Post-closing disputes, state law variations, statute of limitations, survival clause
How Overstated Revenue Leads to Fraud Claims and Unlimited Liability
Discover the high stakes of fraud allegations in M&A transactions through this case study involving overstated revenue and nondisclosure. When an IT consulting firm failed to disclose that its projected $25 million revenue was inflated due to enterprise division contributions,…
Posted in fraud in business sale, fraudulent inducement Tagged with: and seller's legal obligations., asset purchase agreement, Breach of contract in M&A, buyer fraud claims, contractual representations, Delaware Superior Court, false revenue claims, fraud defense in M&A, Fraud in M&A, Indemnification caps, IT consulting M&A, Legal Risks in M&A, M&A case studies, M&A Due Diligence, M&A legal disputes, M&A litigation, M&A negotiations, M&A transaction risks, purchase price adjustments, revenue misrepresentation, seller disclosures, SMB acquisition
When Private Equity’s Global Strategy Undermines Earnouts
This blog delves into the legal complexities of earnouts in private equity acquisitions, using a recent Delaware Superior Court case as a key example. It explores the risks sellers face when private equity firms orchestrate strategic decisions that negatively affect…
Posted in private equity, problems with earnouts Tagged with: Acquisition Agreements, affiliate immunity, breach of earnout, Business acquisition, buyer group, corporate group law, Delaware law, Delaware Superior Court, Earnout disputes, Earnout Provisions, earnouts, EBITDA performance, M&A acquisitions, M&A Legal Risks, PE firm accountability, PE firm liability, portfolio company, Private Equity, private equity sponsor, Punitive damages, seller protections, strategic decisions, tort claims, tortious interference
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