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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: ,

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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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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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: ,

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,

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Forum Selection Clause Enforced in Buyer Note Given in Acquisition of Company

Introduction A buyer of a company wants the purchase agreement to specify that a post-closing dispute will be litigated in a state or country convenient to it. Often both sides can agree that the most convenient forum is where the

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9th Circuit Holds APA’s Delaware Forum Selection Clause Contravened Strong Idaho Public Policy

Introduction Many buyers and sellers in M&A transactions like Delaware courts to handle their disputes because of the reputation for competence. Thus, it is common to see a Delaware forum selection clause in M&A agreements. Some parties to a deal

Posted in contravene strong state public policy, forum non conveniens doctrine, forum selection clause Tagged with: , ,

Business Seller Can’t Break Delaware Forum Selection Clause

Introduction This case demonstrates how hard it is for a party to an M&A agreement to get out of the forum selection clause. The deal The buyer was a Georgia based Delaware company providing nationwide accounts receivable and revenue cycle

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Maryland court enforces boilerplate forum selection clause in confidentiality and noncompetition agreement against spouse and related companies of signatory

Buyer is a group of related Maryland companies founded in 1976 and has its world headquarters in Taneytown, Maryland (an hour NW drive from Baltimore). Buyer provides service and makes products in the commercial HVAC, industrial process, power, and industrial

Posted in covenant not to compete, enforce against nonparty, forum selection clause, nondisclosure agreement

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