Blog Archives


Under the asset purchase agreement, the buyer only acquired specifically identified contracts. This did not include the service vendor contract. The result? The buyer’s claim against the service vendor was thrown out of court. M&A Stories August 26, 2021 Introduction:

Posted in asset purchase, asset purchase agreement, Description of business assets purchased Tagged with: , , , , , , , , ,

Buyer’s Post-Closing Default Shatters Seller’s High-Risk Exit Plan

Explore a real M&A case where a seller’s risk-laden exit plan crumbled as the buyer defaulted on payments. Gain insights into the legal dispute and learn valuable lessons on safeguarding transactions. M&A Stories December 07, 2020 Introduction: Selling a business

Posted in Guaranty, securing buyer's note, securing deferred purchase price, security agreement, seller carried purchase price Tagged with: , , , , , , , , ,

Seller’s Owner Found Liable to Pay Buyer’s $1.7 Million Legal Fees: A Lesson in Contractual Guarantees

Explore a significant M&A legal case where a seller’s owner was held liable to pay $1.7 million in buyer’s legal fees. Learn how contractual guarantees and dispute resolution methods impact post-acquisition disputes. Case analysis of Summers Laboratories, Inc. v. Shionogi

Posted in Attorney's Fee Provision, Guaranty Tagged with: , , , , , , , , , , ,

Buyer’s Defeat in Dispute with Asset Seller Over Deal’s Sales Tax Responsibility

Explore a legal blog post discussing a significant M&A case where a buyer faced unexpected challenges over sales tax responsibility in a marina asset purchase agreement. Learn how precise contract language and allocation provisions could have averted the dispute. Case

Posted in allocation of sales tax from transaction, asset purchase agreement Tagged with: , , , , , , , , , , ,

Court Rules No De Facto Merger in Purchase of Bankrupt Company’s Assets

Explore the court decision regarding de facto merger in asset acquisitions. Learn how the absence of common ownership impacted this M&A case. Insights on product liability risks. September 17, 2019 M&A Stories Introduction: When acquiring a manufacturing business, evaluating product

Posted in asset purchase agreement, de facto merger exception, successor liability Tagged with: , , , , , , , , , ,

Court Ruling: Buyer’s Trade Secret Suit Likely to Fail

Explore a recent M&A legal case where a buyer sued a seller’s owner for competing with the acquired business. Learn about trade secrets, competition, and the court’s ruling. July 21, 2019 M&A Stories Introduction: In a recent legal development, a

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

Franchise Buyer’s Fraud Claim Impacts Seller’s Collection Efforts

Explore a complex M&A case where a buyer’s fraud claim challenges a promissory note, leading to a legal battle and an important court decision. Gain insights into the interconnection of purchase agreements, note obligations, and fraud allegations. July 8, 2019

Posted in asset purchase agreement, fraud in business sale, promissory note, rescission Tagged with: , , , , , , , , , , , , , , , ,

Franchisee’s Struggle: A Cautionary Tale for Business Owners

Explore a cautionary tale of a failed restaurant franchise sale due to contractual disputes with the franchisor. Learn the importance of resolving legal issues before selling your business in this M&A case study. July 7, 2019 M&A Stories Introduction: In

Posted in approval of franchisor, asset purchase agreement, franchise sale, integration clause, no oral modifications of contract Tagged with: , , , , , , , , , , , , , , , , , ,

Bankruptcy Court Approves Sale of Business, Clears Pension Claim

Explore the recent M&A development where a pension plan’s attempt to block a company’s business sale in bankruptcy failed. Discover how section 363(f)(3) of the Bankruptcy Code played a pivotal role in allowing the sale to proceed without the burden

Posted in asset purchase agreement, bankruptcy sale, distressed business acquisitions, federal multiemployer pension plan withdrawal liability, Section 363 sale, successor liability Tagged with: , , , , , , , , , , , , , , , , , ,

Navigating Required Consents in M&A: Lessons from a Beer Wholesaler’s Battle

Explore the legal battle faced by a Mississippi beer wholesaler when seeking consent to sell its Anheuser-Busch distributorship. Gain valuable insights for M&A professionals. June 7, 2019 M&A Stories Introduction: Exclusive distributor relationships can be the lifeblood of a distributor’s

Posted in asset purchase agreement, Assignment, assignment of contracts, consent to assignment Tagged with: , , , , , , , , ,

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