M&A Stories September 29, 2020 Introduction Buyers and sellers of businesses often select arbitration as their dispute resolution procedure. Arbitration is seen as faster and less costly than going through the courts. However, a binding arbitration clause in an acquisition…
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Court Rejects Buyer TRO-Prelim Injunction Request Because No Arbitration Pending
June 8, 2020 Introduction Both a buyer and a seller of a business often prefer to resolve post-closing disputes through binding arbitration. They are often seen a faster and less costly dispute resolution procedure alternative to litigation in the courts.…
Posted in arbitration, TRO/preliminary injunction before filing for arbitration Tagged with: M&A stories, M&A tips
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- Seller’s CEO Can be Sued for Not Disclosing Buyer’s Unaudited Financials in Proxy
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- modification as counteroffer
- multi-employer pension plan
- mutual mistake
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- negligent misrepresentation
- net working capital adjustment
- New York
- no kickback or bribe rep
- no oral modifications of contract
- no pending government investigations or inquiries
- no solicitation of seller employees
- No Undisclosed Liabilities
- non-reliance clause
- nonbinding
- nonbusiness income/sale of subsidiary
- noncompete area
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- private equity
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- prudence
- public information exclusion
- punitive damages
- purchase agreement
- purchase price
- purchase price adjustment
- purchase price reduction
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- ratifying unassumed contract by post-closing action
- reasonably equivalent value
- receipt of buyer equity or security
- receipt of buyer equity or security
- recoupment doctrine
- reformation
- reformation of contract
- reliance
- remote use of trademark out of territory
- representation and warranty about customers
- representations and warranties
- rescission
- rescission
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- retention bonus
- revenue and profit projections
- reverse termination or breakup fee
- Revlon doctrine
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- 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 risk
- SBA approval re PPP loan
- Section 1377 election
- Section 363 sale
- securing buyer's note
- securing deferred purchase price
- security agreement
- seller carried purchase price
- seller owner responsibility for underreported sales tax
- seller owners equity interest in buyer
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- sexual harassment
- shareholder approval of deal
- shareholder buyout of partner
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- specific performance
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- statute of frauds
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- step-down provision
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- strategic acquisition
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- structure of transaction
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- substance over form
- substantially all assets
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- target's stock options
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- tax penalties and additions
- Taxation
- termination of M&A agreement
- termination or breakup fee
- third party
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- timely objection to indemnification claim
- tolling
- tolling
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- trade secret misappropriation
- trade secret misappropriation by former seller employee
- trademark infringement
- trademarks
- transferee liability for taxes IRC Section 6901
- transitory services contracts
- TRO/preliminary injunction before filing for arbitration
- tying fraud to economic loss
- typo or scriverner's error
- UCC search
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- union liabilities
- unitary business
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- unliquidated or disputed claim
- unwanted assets
- vacation time
- valuation
- value added tax or VAT
- waiver of contractual provision
- waiver of removal to federal court
- waiver provision
- willful breach carveout
- Withholding Post-closing payments
- working capital adjustment
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