For lower middle market M&A asset sales, learn a critical strategy to preserve seller owners’ rights to recover damages from pre-closing misconduct like fiduciary breaches or diverted opportunities. A recent Delaware case highlights how overlooked contract language can jeopardize these…
Monthly Archives: May 2025
In Asset Sales How to Preserve Your Right to Recover Damages from a Co-Owner’s Pre-Closing Misconduct
Posted in Excluded Assets Tagged with: APA, asset purchase agreement, Baugh v Ingle case, business sale legal issues, co-owner disputes, contractual provisions, corporate opportunity usurpation, Delaware Court of Chancery, derivative claims, excluded assets, family business M&A, fiduciary duty breach, founder exits, fraud claims, legal pitfalls, legal risk management, lower middle market M&A, M&A advisors, M&A asset sales, M&A Due Diligence, M&A legal strategy, post-closing litigation, pre-closing misconduct, private company M&A, private equity acquisition, retained claims, seller owners, Strategic buyer
M&A Earnouts on Acquired Contracts: Guarding Against Hidden Termination Risks
Protect M&A earnouts linked to acquired contracts. Understand how termination rights create hidden risks for seller payments and find pre-closing strategies for lower middle market deals. M&A Stories May 29, 2025 In lower middle market mergers and acquisitions, earnouts are…
Posted in earnout based upon revenue from at will contracts, problems with earnouts Tagged with: acquired contracts, asset purchase agreement, at-will contracts, Buyer Obligations, contract termination, contractual provisions, cybersecurity staffing, earnout protection, implied covenant of good faith, lower middle market M&A, M&A earnout, M&A litigation, pre-closing due diligence, private company sale, seller protections, transaction risk
Customer Due Diligence: Mitigating Concentration Risk in Lower Middle Market M&A
Customer concentration risk in M&A demands scrutiny. Learn how deep due diligence can prevent costly fraud claims and litigation in lower middle market acquisitions, drawing lessons from a recent Delaware case. M&A Stories May 28, 2025 Acquiring a business with…
Posted in customer due diligence, problems with customers Tagged with: accounts receivable analysis, Business acquisition, CRM system review, customer concentration, customer contract review, customer due diligence, deal negotiation, Delaware M&A law, due diligence, Financial Due Diligence, fraud claims, internal communications review, lost customers, lower middle market M&A, M&A, M&A best practices, M&A litigation, M&A risk mitigation, Mergers and Acquisitions, Post-closing disputes, pre-closing due diligence, private company acquisition, revenue concentration risk, technology advisory business., undisclosed contractual commitments
The Costly Impasse: M&A Litigation Arising from Unspecified Dispute Accountants
Navigating M&A purchase price adjustments can be tricky. This blog post dissects a recent legal case highlighting a common pitfall in lower middle market deals: the failure to pre-select an accounting firm for working capital dispute resolution. Learn how this…
Posted in Accounting Firm Dispute Resolution Tagged with: accounting firm selection, Acquisition Agreement, contract negotiation, deal terms, dispute accountants, dispute resolution, legal pitfalls in M&A, legal risk management, lower middle market, M&A agreement, M&A legal, M&A litigation, Mergers and Acquisitions, neutral accountant, Post-closing adjustments, private company acquisitions, purchase price adjustment, Risk mitigation in M&A, working capital
Indemnity’s Paper Trail: The Unexpected Cost of Overlooking Supporting Documents in M&A
Don’t let a seemingly minor clause sink your M&A deal recovery. This crucial legal blog dissects a Delaware Supreme Court case revealing the unexpected cost of overlooking the supporting document requirement in indemnification notices. Essential reading for buyers, sellers, and…
Posted in problems with indemnification notice Tagged with: Acquisition Agreement, buyer protection, contract law, deal terms, Delaware Supreme Court, due diligence, excuse from indemnification forfeiture, indemnification forfeiture, indemnification notice, Legal Blog, legal risk management, lower middle market, M&A advisors, M&A indemnification, M&A litigation, Mergers and Acquisitions, Post-Closing, Private Equity, Risk mitigation, Seller Protection, supporting documents, transaction law
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