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…
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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
Federal Court Decides Arbitration for Purchase Price Dispute in M&A Deal
Explore a recent case involving a stock acquisition where a federal court determines jurisdiction and resolves post-closing calculation disputes through arbitration. Learn how the court’s decision impacts M&A agreements. Case reference: FNB Corporation v. Mariner Royal Holdings, LLC. May 24,…
Posted in arbitration vs expert determination, dispute resolution provision, forum selection clause, purchase price adjustment Tagged with: arbitration, Delaware Court of Chancery, dispute resolution, expert determination, federal court, FNB Corporation v. Mariner Royal Holdings, jurisdiction, LLC, M&A legal blog, post-closing calculations, purchase price dispute, stock acquisition
Ambiguous APA Forum Selection Clause Did Not Waive Right to Remove to Federal Court
January 10, 2020 Introduction Acquisition documents often have a forum selection clause. And like any provision ambiguity can invite a dispute if litigation breaks out after the closing. The deal The seller was a manufacturing company located in Butler County,…
Forum Selection Clause in Buyer’s Note for Company Acquisition
Explore the importance of forum selection clauses in M&A deals. Learn from the case of Robson v. Duckpond LTD. where a forum selection clause determined the location for resolving disputes over a buyer’s promissory note in a company acquisition. October…
9th Circuit Rules on APA’s Delaware Forum Selection Clause in M&A Deal
Explore a recent case where a seller contested the enforceability of a Delaware forum selection clause in an asset purchase agreement (APA) and the subsequent ruling by the 9th Circuit Court of Appeals in the realm of mergers and acquisitions…
Posted in contravene strong state public policy, forum non conveniens doctrine, forum selection clause Tagged with: 9th Circuit Court of Appeals, asset purchase agreement, Delaware forum selection clause, enforceability, federal circuits, Gemini Technologies, Idaho law, Inc. v. Smith & Wesson Corp., legal battle, M&A, public policy
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