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Enforcing an Oral Side Deal in M&A: A Case Study

Explore a real-world case study of the legal complexities surrounding oral side deals in mergers and acquisitions (M&A). Learn about the risks, challenges, and key legal points from a business seller’s perspective. August 12, 2020 Introduction: In mergers and acquisitions,

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

Court Approves Seller’s Fraud Lawsuit in Earnout Dispute

Explore a real-life M&A dispute where a seller’s fraud lawsuit against a buyer over an earnout disagreement led to a court ruling. Gain insights into the legal intricacies of this case and the implications for M&A agreements. November 6, 2019

Posted in anti-reliance clause, earn outs, integration clause Tagged with: , , , , , , , , , ,

Franchisee’s Struggle: A Cautionary Tale for Business Owners

Explore a cautionary tale of a failed restaurant franchise sale due to contractual disputes with the franchisor. Learn the importance of resolving legal issues before selling your business in this M&A case study. July 7, 2019 M&A Stories Introduction: In

Posted in approval of franchisor, asset purchase agreement, franchise sale, integration clause, no oral modifications of contract Tagged with: , , , , , , , , , , , , , , , , , ,

M&A Integration Provision and Exclusive Remedy Clause: How They Impact Seller Claims

Explore the crucial role of the APA Integration Provision and Exclusive Remedy Clause in a recent M&A case involving a Denver-based seller and a Houston-based buyer. Discover key allegations, the seller’s claim, the court’s decision, and the legal obstacles faced

Posted in earn out, economic loss doctrine, exclusive remedy, integration clause Tagged with: , , , , , , , , , , , , , , , , , , , ,

Seller of company can sue Buyer for making oral fraudulent and negligent misrepresentations

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

Posted in asset purchase agreement, boilerplate provisions, fraud in business sale, integration clause, no oral modifications of contract, private equity

Court won’t enforce claimed oral modification of stock purchase agreement

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

Posted in integration clause, no oral modifications of contract, waiver of contractual provision

Delaware court holds that owner of a buyer of business assets cannot escape liability for fraudulent statements made outside of the asset purchase agreement

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

Posted in fraud in business sale, integration clause

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