Blog Archives

Lessons in Due Diligence for Directors and Officers: Avoiding Pitfalls in M&A

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

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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

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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

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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

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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

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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

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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

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HOW A SIMPLE CLAUSE COULD HAVE SAVED A CALIFORNIA M&A BUYER FROM LITIGATION IN FLORIDA

A forum section clause in a share purchase agreement might have deterred Florida sellers of stock in a Tennessee company from suing a California-based buyer that is a Delaware corporation in a Florida court. July 27, 2023 Introduction: In the

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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

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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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