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…
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Court Holds That Business Buyer Probably Acquired Founder’s Publicity Rights
Posted in personal goodwill, Right of publicity Tagged with: images, likeness, name, personal goodwill, publicity rights
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…
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…
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: business card or Rolodex
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…
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…
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…
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: IP, publicity rights, right of publicity, transfer of personal name or image
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…
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…
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