Blog Archives

Court Holds That Business Buyer Probably Acquired Founder’s Publicity Rights

Introduction The exclusive right to use the founder’s name, likeness and goodwill in connection with the marketing and sale of the founder’s business may be a very valuable asset. And if it is, the buyer may want to acquire the

Posted in personal goodwill, Right of publicity Tagged with: , , , ,

Fraud Carve-Out in APA’s Exclusive Remedy Provision Saves Buyer’s Employee Non-Solicitation Claim

Introduction Most acquisition agreements provide that the agreement’s indemnification provisions are the exclusive remedy for a contractual breach. However, it is also common to exclude fraud claims from this excusive remedy provision. The deal This deal involved the acquisition of

Posted in boilerplate provisions, fraud carveout, hiring seller's employees, nonsolicitation of employees and customers Tagged with: ,

Business Buyer Brings Employee Raiding Suit Against Key Seller Employee

Introduction The value of a service business may be its employees. A major risk in an acquisition may be a mass exodus of key seller employees after the closing. The deal Here, the seller was an investment research firm. The

Posted in employment agreement, hiring seller's employees, key employees of target, nonsolicitation of employees and customers, stay bonus Tagged with: ,

Business Buyer Sues Key Former Seller Employee for Using Seller Business Cards

Introduction A key employee in a service business may have valuable personal relationships with the company’s clients. A buyer of the service business risks the key employee walking out the door with company clients after the closing. The deal Here,

Posted in business cards, trade secret misappropriation by former seller employee Tagged with:

Buyer May Pay $1.2 Million Twice for Seller Assets Subject to Financing Statement

Introduction One of the legal risks when purchasing a business is purchasing assets that are collateral for a loan. The deal This is a follow up to a deal where the buyer purchased the assets of a seller that made

Posted in due diligence, liens, UCC search Tagged with: , ,

Buyer’s Section 363 Purchase of Bankrupt Hospital Assets Is Free of Medi-Cal Liabilities

Introduction A principal reason for buying the assets of a distressed business out bankruptcy is to purchase the assets free and clear of liabilities under Bankruptcy Code Section 363. The deal In this case the buyer agreed to purchase the

Posted in bankruptcy sale, distressed business acquisitions, executory contracts, Medi-Cal provider agreements, Section 363 sale Tagged with:

Medical Practice Buyer Sues Selling Doctor for Post-Closing Taking of Patient List

Introduction A patient list may be a valuable and confidential asset of a medical practice. Therefore, a buyer of a medical practice will want to keep the selling doctor from taking the patient list with him or her after the

Posted in trade secret misappropriation, trade secret misappropriation by former seller employee Tagged with:

Business Buyer Sues Seller Founder for Using His Personal Name to Promote Competitor

Introduction The personal name of the founder of a company such as the name of an inventor or fashion designer can be a very valuable asset in an acquisition. A buyer may want to minimize the risk that the inventor

Posted in Intellectual Property, Personal Name, Right of publicity Tagged with: , , ,

Court Permits Business Seller to Sue Buyer for Seller CEO Retention Bonus Deal

Introduction A business buyer often wants to retain the seller’s top management. One technique used is a lucrative retention bonus. One legal risk in using this technique is a seller claim that the retention bonus is in fact part of

Posted in fraudulent concealment, private equity, retention bonus Tagged with:

Business Buyer Pays Reasonably Equivalent Value Liable to Seller Lessor Under UFTA

Introduction One legal risk of buying a distressed business is having to pay a seller creditor for an unassumed APA liability even when the buyer paid fair market value for the business. The deal The buyer in this case was

Posted in hinder, delay or defraud, insider, reasonably equivalent value, successor liability, Uniform Fraudulent Transfer Act or Uniform Voidable Transfer Act Tagged with: , , , ,

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