Explore a case study involving a furniture company’s M&A journey and learn valuable lessons in due diligence for directors and officers. Discover the importance of thorough research and risk mitigation in the world of mergers and acquisitions. M&A Stories September…
Blog Archives
Lessons in Due Diligence for Directors and Officers: Avoiding Pitfalls in M&A
Posted in director and officer duty of care Tagged with: Bankruptcy aftermath, Corporate liability, Delaware corporations, Delaware limited liability companies, Directors and officers, duty of care, Duty of care breach, Exculpatory clauses, Furniture company acquisition, Gross negligence, legal proceedings, LLC managers, M&A case study, M&A Due Diligence, M&A pitfalls, Risk mitigation
Asset Buyer Dilemma: Are You Missing Valuable Assets in M&A?
Explore the complexities of asset acquisitions in the world of mergers and acquisitions (M&A). Learn from a real-life case in the Kansas City area and understand how the legal nuances of third party beneficiaries can impact your M&A deals. September…
Casino and Hotel Sale During Pandemic: Legal Clarification
Explore the legal intricacies of a deferred closing in the world of business acquisitions, as we analyze a case involving a Las Vegas casino and hotel sale during the COVID-19 pandemic. Discover how legal proceedings unfolded and the outcome in…
Posted in deferred closing Tagged with: Business acquisitions, Casino and hotel sale, COVID-19 pandemic, deferred closing, Earnest money compensation, Earnest money deposit, Gaming license, legal proceedings, Lucky Lucy D LLC v. LGS Casino LLC, M&A legal blog, Material breach, Nevada Gaming Commission, Nevada Supreme Court, Ordinary Course of Business Covenant, Purchase agreement, State trial court
How Carnival Cruise Protected Its Digital Treasure: The DXP Software Saga
Dive into the legal battle between Carnival Cruise and a bankrupt software developer over the OceanMedallion™ guest engagement system. Discover how Carnival fought to protect its proprietary innovation and the outcome of this high-stakes showdown. M&A Stories September 8, 2023…
Posted in Problems with intellectual property, Uncategorized Tagged with: Carnival Cruise, Cruise industry, Delaware bankruptcy, DXP software, Innovation protection, Intellectual property infringement, legal proceedings, M&A legal blog, OceanMedallion™, Proprietary information, Software architecture, Stalking Horse Bidder
Buyer’s Defamation Claim in Failed Bankruptcy M&A Deal
M&A Stories Explore a recent M&A case where a buyer’s decision to back out of an asset purchase agreement led to a defamation claim by the seller. Learn about the legal proceedings and the court’s ruling in this bankruptcy-related merger…
Surgeon Group’s Lawsuit for Pre-Closing Surgery Reimbursement in M&A Case
Explore a recent M&A case where a surgeon group filed a lawsuit over reimbursement for surgeries performed before a business acquisition. Learn about the legal proceedings, magistrate’s recommendation, and the importance of clear liability allocations. Case reference: AA Medical, PC…
Posted in problem with seller contract Tagged with: AA Medical, asset purchase agreement, federal district court, health insurance acquisition, legal proceedings, liability allocation, M&A legal case, magistrate's recommendation, PC v. Centene Corporation, pre-closing surgery reimbursement, provider contracts, surgeon group lawsuit
BUYER’S SUCCESSOR LIABILITY IN NEW JERSEY FOR HISTORICAL CONTAMINATION
Learn about buyer’s successor liability for historical contamination in New Jersey when acquiring manufacturing businesses. M&A Stories August 1, 2023 Introduction: When a buyer acquires a manufacturing business, they may unknowingly inherit certain liabilities from the seller. This blog discusses…
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…
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