Blog Archives

Creative Stock Acquisition: Unpacking the $10 Million Tax Costs and Interest

Explore a recent M&A case involving a creative stock acquisition strategy with unexpected tax consequences. Learn how an IRS ruling imposed $10 million in penalties and interest on investors. Get insights into the legal complexities of midco transactions and their

Posted in asset vs stock deal, midco transaction, tax penalties and additions, transferee liability for taxes IRC Section 6901, Uniform Fraudulent Transfer Act or Uniform Voidable Transfer Act Tagged with: , , , , , , , , , , , , , ,

IRS Recovers Tax in Complex M&A Stock Deal

Explore the complexities of M&A transactions and the IRS’s pursuit of tax recovery in a stock deal. Learn from the case of Shockley v. CIR. M&A Stories December 11, 2018 In 2000, a couple who founded a media company in

Posted in asset vs stock deal, midco transaction, transferee liability for taxes IRC Section 6901 Tagged with: , , , , , , , , ,

Court Decision: Buyer Assumes Liability for Lead Paint Poisoning in M&A Deal

Explore a recent Wisconsin court decision on an M&A case where a buyer assumed liabilities for lead paint poisoning. Gain insights into the court’s interpretation of the asset purchase agreement and its impact on M&A transactions. M&A Stories November 14,

Posted in asset buyer's assumption of seller's liabilities by contract, asset seller's liabilities, asset vs stock deal, assumed liabilities, excluded liabilities, successor liability Tagged with: , , , , , , , , , , , , , ,

Navigating Noncompete Challenges in Stock Acquisitions: A Cautionary Tale

Explore the intricate dynamics of safeguarding key talent in M&A through this cautionary tale of a stock acquisition. Delve into the nuances revealed in a pivotal case from October 9, 2018, shedding light on the impact of stock acquisitions on

Posted in asset vs stock deal, covenant not to compete, nonsolicitation of employees and customers Tagged with: , , , , , , , , , , , , , ,

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