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Seller Subsidiary, not a Party to SPA, Bound by Its Delaware Forum Selection Clause

Delaware Court of Chancery holds that seller subsidiary, a party to a take-or- pay supply agreement with target, is subject to stock purchase agreement Delaware forum selection clause, even though it was not a party to the SPA. M&A Stories

Posted in enforce against nonparty, forum selection clause Tagged with: ,

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: ,

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

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Delaware Supreme Court Reverses $82 Million Fraud Award Against M&A Seller

“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 It is common in M&A

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Related Company to Seller Bound by APA Forum Selection Clause Even Though a Nonsignatory

California supplier and distributor were commonly owned companies. Kentucky distributor purchased assets of distributor and entered into a supply agreement with supplier. Supplier forced to litigate supply agreement dispute with buyer in California because of asset purchase agreement’s forum selection

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Delaware Court Refuses to Enforce a Merger Agreement’s Forum Selection Clause

The Delaware Court of Chancery refused to enforce a merger agreement’s Delaware forum selection clause against a former target sales manager who owned a fraction of a share of stock of a California based target, because the former target sale

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Buyer Accuses Timeshare Business Seller of Signing Credit Risk Members Before Closing

Delaware Court denies seller’s motion to dismiss buyer’s claims that seller changed practice before closing by signing up customers with low FICO scores.   M&A Stories    April 13, 2021   Introduction   A buyer uses past performance and future projections to help price a target business. The

Posted in exclusive remedy, fraud carveout, fraud in business sale, fraudulent inducement Tagged with: ,

Business Seller Fights Through a Jury Trial and an Appeal to Enforce Oral Side Deal

August 12, 2020 Introduction Sometimes the parties to an M&A transaction want to leave certain agreed terms out the written agreements to avoid adverse tax consequences. These additional terms are made in the form of a handshake: an oral side

Posted in 351 M&A transactions, boot, handshake redemption obligation, integration clause, nonqualified preferred stock, parol evidence rule Tagged with: ,

Buyer of Target Can Sue Sellers for $9 Million of Pre and Post Sales Tax Liabilities

July 15, 2020 Introduction It can be challenging for a national footprint business to navigate the 11,000 sales tax jurisdictions in the United States. Thus, buying a large business presents state and local sales tax risk. The deal This deal

Posted in fraud carveout, post-closing sales tax, pre-closing sales tax, sales tax risk Tagged with: ,

US Court Enforces SPA’s Purchase Price Adjustment Dispute Forum Selection Clause

May 24, 2020 Introduction Many business acquisitions have post-closing purchase price adjustments based upon the financial position of the target company at closing. The parties usually provide for a dispute resolution procedure for resolving disagreements over the final numbers, and

Posted in arbitration vs expert determination, dispute resolution provision, forum selection clause, purchase price adjustment Tagged with: ,

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