Court Permits Claim Against Seller of Target for Fraudulent Concealment M&A Stories July 28, 2021 Introduction It is common in an acquisition agreement to cap the seller’s obligation to indemnify the buyer for a seller breach of its acquisition agreement…
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Delaware Court Permits Business Buyer’s APA Breach and Fraud Claims Against Seller
April 24, 2020 Introduction Buying a business is risky. And buyers all too often find out after the closing that the business was not as represented in the data room, meetings, emails, messages, phone calls, or in seller’s acquisition agreement…
Posted in damages, exclusive remedy, fraud carveout, indemnification cap Tagged with: fraud in the inducement, M&A stories, M&A tips
Seller Argues That Indemnification Cap Applies to Excluded Liabilities
Introduction An advantage of an asset sale is that a buyer can pick and choose which seller liabilities the buyer wants to be responsible for under the asset purchase agreement; often referred to as the assumed liabilities. However, the buyer…
Business Buyer and Seller Battle over Indemnification Cap Language
Introduction Over the years sellers of businesses have often been able to limit their risk of post-closing indemnification claims from the buyer using indemnification caps, deductibles and threshold provisions in purchase agreements. It is quite common for a buyer to…
Posted in indemnification cap, percentage of purchase price Tagged with: actually paid, indemnification cap, percentage of aggregate purchase price
Israeli pharma buyer’s fraud claim against seller of Mexican pharma company tossed out by court
In 2015, Buyer, an Israeli pharma company purchased Target, a Mexican pharmaceutical company, from Sellers, and the intellectual property used by Target from a Sellers affiliate. The total sale price came to $2.3 Billion. After the closing, Buyer claimed that…
Recent Posts
- BUYER CAN’T HOLD OWNER OF SELLER COMPANY LIABILE FOR POST-CLOSING COMPETITIVE ACTIVITES OF HER GRANDSON
- TWO NONCOMPETES IN M&A DEAL. ONE AS OWNER OF SELLER AND ONE AS BUYER EMPLOYEE.
- BUYER HAD NO FURTHER OBLIGATION TO PAY SELLER AN EARNOUT
- SELLER OF ACCOUNTING PRACTICE MUST PAY BROKER FEE EVEN THOUGH BROKER TERMINATED THE ENGAGEMENT
- BUYER OF LIGHTWEIGHT TRACKABLE PALLET MAKER SUE FORMER SELLER EMPLOYEE COMPANY FOR TRADE SECRET THEFT
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- 351 M&A transactions
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- boot
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- form over substance
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- fraud
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- Guaranty
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- hiring seller's employees
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- no kickback or bribe rep
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- No Undisclosed Liabilities
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- nonbinding
- nonbusiness income
- nonbusiness income/sale of subsidiary
- noncompete area
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- nondisclosure agreement
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- note payment amount adjustment
- notice
- notice provision
- officer duty of care
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- offset or setoff provision
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- One class of stock
- oral contract
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- Ownership of Target Law Firm File
- parol evidence rule
- patents
- payroll tax
- percentage of purchase price
- permits and certificates
- personal goodwill
- personal guaranty
- personal guaranty of company debt by selling shareholder
- personal guaranty of lease
- Personal Name
- photo or image
- piercing veil of acquisition subsidiary
- post asset purchase issues
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- post-closing sales tax
- PPP loan
- PPP loan assumption
- pre-closing management agreement
- pre-closing operating arrangement
- pre-closing sales tax
- preservation of due diligence materials
- prior-material-breach doctrine
- private equity
- Problem with distributors
- Problem with Investment Banker/Broker/Finder Fee
- problem with mandatory arbitration clause
- problem with prorations
- problem with purchase price adjustment
- problem with seller co-owners
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- problems with seller's employees
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- product line exception
- projections
- projections
- promissory estoppel
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- prudence
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- punitive damages
- purchase agreement
- purchase price
- purchase price adjustment
- purchase price reduction
- quality of earnings assessment
- ratifying unassumed contract by post-closing action
- reasonably equivalent value
- receipt of buyer equity or security
- receipt of buyer equity or security
- receivables
- recoupment doctrine
- reformation
- reformation of contract
- reliance
- remote use of trademark out of territory
- representation and warranty about customers
- representations and warranties
- rescission
- rescission
- retaliation
- retention bonus
- revenue and profit projections
- reverse termination or breakup fee
- Revlon doctrine
- Right of publicity
- risk of post closing payments
- royalty
- S corporation
- sale leaseback
- sale of assets of business
- sale of business to ESOP
- sale of product line
- sales order
- sales tax
- sales tax imposed on equity sale of DRE
- sales tax risk
- SBA approval re PPP loan
- scienter
- Section 1377 election
- Section 363 sale
- securing buyer's note
- securing deferred purchase price
- security agreement
- seller carried purchase price
- seller knowledge
- seller owner responsibility for underreported sales tax
- seller owners equity interest in buyer
- seller ownership in buyer
- seller rep of no federal employer liability
- seller's age discrimination claims
- seller's covenants
- seller's federal injunctions
- seller's unemployment experience rating
- seller's warranty claims
- seller's workers compensation experience rating
- severance benefits
- sexual harassment
- shareholder approval of deal
- shareholder buyout of partner
- shareholder personal guaranty of target lease
- shareholder release
- sharing transaction tax deduction benefits
- sick time
- signing LOI with revisions by signer
- specific performance
- state and local tax
- state approval of nonprofit hospital
- state franchise/income tax
- statute of frauds
- statute of limitations
- stay bonus
- step-down provision
- stock purchase agreement
- stock sale
- strategic acquisition
- strategic acquisition
- structure of transaction
- subordination
- substance over form
- substantially all assets
- success fee
- successor liability
- sufficiency of assets rep
- supply problems
- survival of covenants
- survival of reps and warranties
- tangible net worth
- target's stock options
- tax
- tax benefit sharing
- tax deferred reorganization
- tax penalties and additions
- Taxation
- termination of M&A agreement
- termination or breakup fee
- third party
- third party beneficiary clause
- time of the essence
- timely objection to indemnification claim
- tolling
- tolling
- tort misrepresentation in M&A
- tortious interference with prospective economic advantage
- trade secret misappropriation
- trade secret misappropriation by former seller employee
- trademark infringement
- trademarks
- transferee liability for taxes IRC Section 6901
- TRO/preliminary injunction before filing for arbitration
- tying fraud to economic loss
- typo or scriverner's error
- UCC search
- Uncategorized
- Uniform Fraudulent Transfer Act or Uniform Voidable Transfer Act
- union fringe benefits
- union liabilities
- unitary business
- unjust enrichment
- unliquidated or disputed claim
- unwanted assets
- vacation time
- valuation
- value added tax or VAT
- waiver of contractual provision
- waiver of jury trial
- waiver of removal to federal court
- waiver provision
- willful breach carveout
- willing buyer or procuring cause
- Withholding Post-closing payments
- working capital adjustment
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