Explore the complexities of cost allocation in M&A as a buyer takes legal action against a seller over disputed costs in the acquisition of a chemical division. Get insights into the lawsuit, defense, and the court’s decision. M&A Stories May…
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Buyer of Chemical Division Sues Seller Over Cost Discrepancies
Posted in divestitures, due diligence, quality of earnings assessment Tagged with: Administrative costs allocation, Buyer vs. Seller lawsuit, Chemical division acquisition, Cost discrepancies in M&A, Divestiture risks, Financial health assessment, M&A cost allocation, Main Market Partners v. Olon Ricerca Bioscience LLC, Middle-market acquisitions, Ohio federal district court, Post-acquisition performance, Pro Forma income statements, Quality of earnings assessment, Support group costs dispute
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- executory contracts
- Express efforts clause vs. Delaware's implied covenant of good faith and fair dealing
- extension by contract in Delaware
- extension of closing
- extra-contractual fraud
- F reorganization
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- fair insider deal
- Family and Medical Leave Act
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- no kickback or bribe rep
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- nonbusiness income
- nonbusiness income/sale of subsidiary
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- note payment amount adjustment
- notice
- notice provision
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- oral contract
- oral copyright agreement
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- Ownership of Target Law Firm File
- parol evidence rule
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- payroll tax
- percentage of purchase price
- permits and certificates
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- photo or image
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- pre-closing sales tax
- preservation of due diligence materials
- prior-material-breach doctrine
- private equity
- Problem with distributors
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- problem with mandatory arbitration clause
- Problem with products
- problem with prorations
- problem with purchase price adjustment
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- Problems with Real Estate Leases
- problems with receivables
- problems with regulatory industry acquisitions
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- problems with seller's unemployment insurance experience rating
- problems with sharing tax benefits
- problems with subordination rights
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- problems with survival provisions
- problems with taxes
- Problems with typos
- Problems with Undisclosed Liabilities
- product line exception
- projections
- projections
- promissory estoppel
- promissory note
- prudence
- public information exclusion
- 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
- restrictive post-closing covenants
- 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
- Selling shareholders problem with their board of directors
- 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
- spousal consent
- state and local tax
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- 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
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- survival period commencement
- 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
- 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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