M&A Stories May 5, 2025 Strengthen your lower middle market M&A deals. Discover a vital, often missed step in spousal consents – ensuring the spouse agrees to the forum selection clause – to avoid costly jurisdictional complications post-closing. In asset…
Blog Archives
Forum Selection and Spousal Consents: A Key Consideration in M&A
Posted in spousal consent Tagged with: asset purchase agreement, business acquisition legal, business law, community property M&A, contract law M&A, Elevate Music Fund v Scaife, Forum selection clause, jurisdictional risk M&A, legal pitfalls M&A, lower middle market M&A, M&A advisors, M&A buyers, M&A case study, M&A Due Diligence, M&A legal, M&A legal risk management, M&A sellers, New York jurisdiction, Post-closing disputes, pre-closing legal strategy, private target acquisition, regional law firms M&A, small business M&A, spousal consent M&A, Tennessee marital property, transactional law
Pennsylvania’s Broad Approach to Successor Liability in De Facto Mergers
Explore Pennsylvania’s broad approach to successor liability in asset sales, with a focus on the de facto merger doctrine. This case study on a Pennsylvania waste management acquisition sheds light on how the state’s courts interpret continuity of ownership, even…
Posted in anti-destruction clause, continuity of ownership, customer list, de facto merger exception, fee based upon buyer debt assumption, implied covenant of good faith and fair dealing, no oral modifications of contract, overly complicated language in contract, success fee, successor liability, target's stock options, trade secret misappropriation, waiver of contractual provision Tagged with: Asset acquisition, Asset sales, Business acquisition risks, Buyer liability, continuity of ownership, continuity of ownership in M&A, de facto merger, executive management contract, liability in asset sales, M&A case study, M&A deal structure, M&A Disputes, M&A law, M&A Legal Risks, Pennsylvania business law, Pennsylvania M&A, post-closing management, promissory note, successor liability, vendor disputes in M&A, waste management M&A
Buyer’s Forum Selection Clause Strategy Backfires in Baseball Program Acquisition
This blog examines the impact of a permissive forum selection clause in an M&A asset purchase agreement, focusing on a case where a Nebraska buyer acquired a Texas-based youth baseball organization. The clause allowed the buyer the option, but not…
Posted in forum selection clause Tagged with: asset purchase agreement disputes, buyer litigation strategies, drafting M&A contracts, forum selection clause risks, jurisdictional risks in M&A, legal risks in contract clauses, M&A forum selection clauses, Nebraska business law, permissive forum selection, Texas M&A disputes
DELAWARE FORUM SELECTION CLAUSE BINDS SELLER SUBSIDIARY IN ACQUISITION DISPUTE
Delaware Court of Chancery holds that the seller subsidiary, a party to a take-or-pay supply agreement with the target, is subject to the stock purchase agreement Delaware forum selection clause, even though it was not a party to the SPA.…
Posted in enforce against nonparty, forum selection clause Tagged with: Acquisition dispute. Seller subsidiary, Delaware Court of Chancery, Delaware court ruling, Delaware jurisdiction, Florida Chemical Company v. Flotek Industries, Forum selection clause, M&A legal blog, stock purchase agreement, Take-or-pay supply agreement
Auto Dealership Acquisition Fails Because Buyer Slow to Process Franchise Application
Court holds that the seller had right to terminate the transaction when the buyer failed to process the franchise consent process within the time required by the asset purchase agreement. M&A Stories August 25, 2021 Introduction Deadlines in an M&A…
Posted in termination of M&A agreement, time of the essence, waiver provision Tagged with: M&A stories, M&A tips
California Based M&A Buyer Successfully Resists Litigating Post-Closing Dispute 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. M&A Stories August 04, 2021…
DELAWARE SUPREME COURT REVERSES $82 MILLION FRAUD AWARD IN M&A CASE
“I meant what I said, and I said what I meant.” Delaware high court holds that stock purchase agreement indemnification fraud carveout was limited to deliberate fraud, not recklessness. M&A Stories August 02, 2021 Introduction: In a recent M&A (Mergers…
Posted in deliberate fraud carveout, exclusive remedy, fraud carveout Tagged with: Delaware High Court, Delaware Supreme Court, Due Diligence Concerns, Express Scripts v. Bracket Holdings, Fraud Carveout, Legal Disputes, M&A Fraud, Pharmaceutical Research and Development, Recklessness Not “Deliberate Fraud”, Reversal of Fraud Award, stock purchase agreement
FORUM SELECTION CLAUSE IN M&A DEAL IMPACTS NONSIGNATORY RELATED COMPANY
Learn how a forum selection clause in an M&A deal affected a California supplier not directly involved in the acquisition agreement, leading to litigation in California. Read about the court’s ruling and its implications. M&A Stories June 10, 2021 Introduction:…
Posted in enforce against nonparty, forum selection clause Tagged with: Amwear USA Inc. v. Galls LLC, asset purchase agreement, California forum selection provision, California supplier, Court ruling, Forum selection clause, Kentucky distributor, Legal Blog, Legal dispute, Litigation, M&A, merger and acquisition, nonsignatory, related company, supply agreement
DELAWARE COURT REJECTS ENFORCEMENT OF MERGER AGREEMENT FORUM SELECTION CLAUSE DUE TO LACK OF CONSENT
Read about a recent case where the Delaware Court of Chancery refused to enforce a forum selection clause in a merger agreement due to a lack of consent. Learn how the sales manager’s lack of access to the full agreement…
BUYER ACCUSES TIMESHARE SELLER OF HIDING CREDIT RISKS BEFORE DEAL COMPLETION
Learn about a recent M&A case where a buyer alleges the seller concealed credit risks before closing, leading to legal action and a court ruling denying the seller’s motion to dismiss. M&A Stories April 13, 2021 Introduction: When buying a business,…
Recent Posts
- Forum Selection and Spousal Consents: A Key Consideration in M&A
- Indemnity’s Paper Trail: The Unexpected Cost of Overlooking Supporting Documents in M&A
- Operational Clarity: Protecting Earnouts Beyond Financial Targets in Lower Middle Market M&A
- Speed vs. Scrutiny: The Perils of Rushed Due Diligence in Lower Middle Market M&A
- Unseen Ties: Mitigating Conflict of Interest Risks in M&A Vendor Relationships
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- purchase price
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- reliance
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- scienter
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- valuation
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