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…
Introduction This is a story of a broken deal: a sale of a restaurant franchise that did not happen because of a dispute with the franchisor. The deal The case here involved a franchise for seven Tim Hortons restaurants located…
Introduction A seller of a mortgage service business could not sue its asset buyer in tort for negligent misrepresentation. The deal The seller was a Denver based company that was formed after the 2008 financial crisis to assess and verify…
Seller’s Owner founded Seller in 2002. Seller was based out of the greater Sacramento, California area. In 2007, Seller began doing business as BenefitsCONNECT. BenefitsCONNECT is an online benefits enrollment and administration system that connects employer groups, insurance carriers, third…
Target is a San Diego, California late stage cell therapy company developing laboratory equipment and cell therapies to treat a variety of medical conditions. Cell therapy is taking cells from a donor and putting them into a patient to treat…
The buyer wanted to acquire the seller’s business. The seller was interested in selling its assets to the buyer but was worried about the buyer’s ability to finance the purchase price; especially since a large portion of the purchase price…
Recent Comments