Blog Archives


The buyer purchased copyrights to albums that were previously subject to an oral deal with a record company, only to discover that buyer only purchased 50% of the copyright rights to the recordings  M&A Stories August 23, 2021 Introduction: Acquiring

Posted in co-author, copyrights, due diligence, oral copyright agreement Tagged with: , , , , , , , , ,

How Tax Due Diligence Benefits Buyers in Stock Acquisitions

Explore the significance of tax due diligence in stock acquisitions to avoid unexpected tax liabilities and legal disputes. Learn from a real case scenario where a buyer faced post-closing tax debts and legal battles due to inadequate tax assessment. “Trust,

Posted in due diligence, tax Tagged with: , , , , , , , , , , , , , , , , , , , ,

Buyer Cannot Sue Seller for Withholding Pending Customer Loss Information

Explore a case study in M&A where the buyer’s inability to sue the seller is examined due to contractual limitations on claims beyond representations and warranties. M&A Stories December 10, 2020 Introduction: When considering the purchase of a business, it’s

Posted in contracts, due diligence, extra-contractual fraud, fraud in business sale, non-reliance clause Tagged with: , , , , , , , , , , , ,

Buyer’s Bankruptcy Resulting from Trademark Dispute in M&A Deal

Learn from a cautionary tale of bankruptcy resulting from a trademark dispute in an M&A deal. Understand the importance of addressing trademark conflicts before acquisition and the role of legal advice. M&A Stories December 08, 2020 Introduction: When considering the

Posted in copyrights, due diligence, patents, trademark infringement, trademarks Tagged with: , , , , , , ,

Business Buyer’s Suit Against Seller is Hampered by Missing Due Diligence Binder

Learn about a crucial M&A case involving a buyer’s lawsuit against a seller due to missing due diligence binder. Explore the legal implications and lessons from Cardinal v. Lupo. October 29, 2019 Introduction: Purchasing a company involves legal risks, and

Posted in preservation of due diligence materials Tagged with: , , , , , , , ,

Buyer Might Pay Double for Seller’s Assets Due to Financing Statement

Learn about the legal risks associated with acquiring assets that are used as collateral for a seller’s loan in M&A deals. This blog post discusses a real case and offers insights on conducting UCC searches to avoid costly mistakes. October

Posted in due diligence, liens, UCC search Tagged with: , , , , , , , ,

Avoiding Liability When Selling Your Fitness Club: Lessons from Mechanicsburg Fitness Case

Learn from the legal battle of a Pennsylvania-based Gold’s Gym and how poorly drafted contracts led to post-sale litigation. Discover key takeaways for selling your business without facing similar issues. M&A Stories June 5, 2019 Introduction: Selling your company can

Posted in asset purchase agreement, assignment of contracts, contracts, due diligence Tagged with: , , , , , , , , , , , , , ,

Asset Buyer’s Risk in Unassumed Seller Contracts: A Cautionary Tale

Explore the potential risks faced by asset buyers when dealing with unassumed seller contracts in the world of mergers and acquisitions. Learn from a cautionary tale involving a buyer, a seller, and a critical contract dispute. M&A Stories May 28,

Posted in asset purchase agreement, assignment of contracts, assumed liabilities, assumption of a contract, consent to assignment, due diligence Tagged with: , , , , , , , , , , , , , , , , , , , ,

Buyer of Chemical Division Sues Seller Over Cost Discrepancies

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

Posted in divestitures, due diligence, quality of earnings assessment Tagged with: , , , , , , , , , , , , ,

Buyer Beware: Protecting Your Assets in M&A Deals

Explore the risks associated with acquiring companies and the potential consequences when assets are used as collateral in M&A deals. Learn from real-life cases and key takeaways. M&A Stories May 15, 2019 Introduction: When considering the acquisition of a company,

Posted in due diligence, liens, UCC search Tagged with: , , , , , , , , , , , , ,

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