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Pennsylvania’s Broad Approach to Successor Liability in De Facto Mergers

Posted on March 4, 2025 by mklaw_admin

Explore Pennsylvania’s broad approach to successor liability in asset sales, with a focus on the de facto merger doctrine. This case study on a Pennsylvania waste management acquisition sheds light on how the state’s courts interpret continuity of ownership, even…

Posted in anti-destruction clause, continuity of ownership, customer list, de facto merger exception, fee based upon buyer debt assumption, implied covenant of good faith and fair dealing, no oral modifications of contract, overly complicated language in contract, success fee, successor liability, target's stock options, trade secret misappropriation, waiver of contractual provision Tagged with: Asset acquisition, Asset sales, Business acquisition risks, Buyer liability, continuity of ownership, continuity of ownership in M&A, de facto merger, executive management contract, liability in asset sales, M&A case study, M&A deal structure, M&A Disputes, M&A law, M&A Legal Risks, Pennsylvania business law, Pennsylvania M&A, post-closing management, promissory note, successor liability, vendor disputes in M&A, waste management M&A

Franchisee’s Struggle: A Cautionary Tale for Business Owners

Posted on July 7, 2019 by John McCauley

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: asset purchase agreement, business contracts, business litigation, business ownership, Business Sale, Business Transactions, Case Study, contractual disputes, Court decision, franchise agreements, franchise laws, franchisee, franchisor, integration provision, legal battle, legal issues, M&A, restaurant franchise, Tim Hortons

Legal Claims in M&A: Buyer’s Oral Promises Land Them in Court

Posted on January 10, 2019 by John McCauley

Explore a case study involving oral promises in an M&A deal and the legal implications. Learn how a buyer’s actions led to a court battle. M&A Stories January 10, 2019 In 2016, a company based in the greater Sacramento area,…

Posted in asset purchase agreement, boilerplate provisions, fraud in business sale, integration clause, no oral modifications of contract, private equity Tagged with: asset purchase agreement, buyer's oral promises, Case Study, duty of disclosure, fraudulent misrepresentations, integration clause, legal implications, M&A legal claims, M&A litigation, Negligent Misrepresentation

Disputed Oral Modification Sinks $5 Million Investment Deal

Posted on September 19, 2018 by John McCauley

Explore a recent M&A legal development where a federal district court dismissed a breach of contract claim over an alleged oral modification to a stock purchase agreement. Gain insights into the importance of documenting changes in major agreements and the…

Posted in integration clause, no oral modifications of contract, waiver of contractual provision Tagged with: Breach of contract, case reference, Delaware law, Documenting agreements, Integration clauses, Investment dispute, Investor lawsuit, Laboratory equipment, Legal outcome, M&A legal development, Oral modification, Regenerative medicine, Stem-cell harvesting, stock purchase agreement, Written evidence