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…
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M&A Integration Provision and Exclusive Remedy Clause: How They Impact Seller Claims
Posted in earn out, economic loss doctrine, exclusive remedy, integration clause Tagged with: Asset purchase agreement (APA), Business Closure, Case Reference: In Re Allonhill, Colorado Choice of Law, Contractual Remedies, Court's Decision, Denver-Based Seller, Earnout Payments, economic loss rule, Exclusive Remedy Clause, Houston-Based Buyer, integration clause, legal challenges in M&A, Legal Provisions in M&A, LLC, M&A Integration Provision, M&A legal blog, Material Misrepresentations, Negligent Misrepresentation, Seller Claims, Tort Liability
Court Restricts Company Seller’s Nationwide Noncompete to 3 States
Introduction The sale of a company usually comes with its goodwill. In fact, in many cases goodwill is the crown jewel of the business. The last thing a buyer wants, is to pay top dollar for the business only to…
Posted in boilerplate provisions, California, choice of law provision, Delaware, noncompete area, reformation Tagged with: California noncompetes, choice of law provision, noncompete area
Buyer’s Rights Upheld: How Written Agreements Matter in M&A
Explore a real-life M&A case highlighting the importance of clear agreements. Learn how a buyer’s rights were protected through written agreements. Dive into the world of mergers and acquisitions with this legal blog. M&A Stories April 15, 2019 In the…
Posted in asset purchase agreement, boilerplate provisions, breach of representations and warranties, breach of seller's covenants, deferred closing, representations and warranties, seller's covenants, waiver provision Tagged with: asset purchase agreement, Buyer's rights in M&A, Importance of clear agreements, M&A contracts, M&A documentation, M&A lawsuit, M&A legal case, M&A legal disputes, Nursing home deal, Trodale Holdings LLC v. Bristol Healthcare Investors, Written waivers in M&A
S Corporation Stock Sale: Tax Implications You Shouldn’t Miss
Explore the tax intricacies of S corporation stock sales in this informative M&A legal blog. Understand the implications, including IRC section 1377 elections, through a real-life case study. Gain insights for your M&A transactions. M&A Stories March 27, 2019 Introduction:…
Posted in allocation of preclosing taxes refunds and credits, boilerplate provisions, further assurance provision, Internal Revenue Code Section 1377 election, purchase agreement, stock purchase agreement Tagged with: IRC Section 1377 Election, Loss as of Closing Date, M&A legal blog, Purchase Agreement Clauses, Real-life Case Study, S Corporation Stock Sale, S Corporation Tax Basics, stock purchase agreement, Tax Advisor, Tax Consultation, tax implications
Legal Claims in M&A: Buyer’s Oral Promises Land Them in Court
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
Buyer’s Failure to Follow Escrow Agreement Procedures Leads to Release of Funds: A Cautionary Tale
Explore the cautionary tale of an M&A case where the buyer’s failure to adhere to escrow agreement procedures resulted in the release of funds. Learn the importance of strict adherence to specified notice procedures to safeguard interests in M&A transactions.…
Posted in escrow, fraud in business sale, notice provision, reliance Tagged with: Buyer's misstep, Court decision on escrow, Escrow agreement procedures, Legal dispute resolution, M&A Case, M&A transaction lessons, Notice procedures in M&A, PR Acquisitions LLC v. Midland Funding LLC, Purchase agreement indemnification, Release of escrow funds
Maryland Court Upholds Forum Selection Clause in M&A Dispute
Explore the Peterson v. Evapco, Inc. case where a Maryland court enforced a forum selection clause in an M&A legal battle. Understand the implications of forum selection clauses in confidentiality agreements and their impact on non-signatories involved in business transactions.…
Posted in covenant not to compete, enforce against nonparty, forum selection clause, nondisclosure agreement Tagged with: appellate court, Business Transactions, buyer-seller relationship, case reference, commercial HVAC industrial process power industrial refrigeration markets, competition prohibition, confidentiality agreement, contractual arrangements, Court decisions, dispute resolution, Forum selection clause, John McCauley, Legal action, legal development, legal implications, M&A agreements, M&A legal battle, Maryland court, Maryland law, Maryland state court, noncompetition agreement, Personal Jurisdiction, Peterson v. Evapco Inc.
Disputed Oral Modification Sinks $5 Million Investment Deal
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
Unveiling the Power of Boilerplate: A Critical Analysis of the Fraud Carve-Out Provision in M&A Deals
Explore the legal intricacies of M&A in our latest blog post, “Unveiling the Power of Boilerplate.” Dive into the courtroom drama of Novipax Holdings LLC v. Sealed Air Corporation, discovering how a fraud carve-out provision became the buyer’s lifeline. Gain…
Posted in exclusive remedy, fraud carveout Tagged with: Acquistion Documents, asset purchase agreement, Boilerplate Provisions, Breach of contract, Buyer's Acquisition, Case Study, Contractual obligations, Courtroom Drama, Dynamic Realm, Exclusive remedy provision, fraud carve out, fraud claims, Industry Insights, legal analysis, Legal battles, Legal Blog, Legal Maze, legal nuances, M&A legal, Mergers and Acquisitions, Novipax Holdings LLC v. Sealed Air Corporation, Purchase Price, Safeguarding Buyer Interests, Strategic Importance, Time Constraints, Trending Topics
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