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 Buying a…
Blog Archives
Managing Legal M&A Risk When Buying Intellectual Property
Posted in co-author, copyrights, due diligence, oral copyright agreement Tagged with: M&A stories, M&A tips
Tax Due Diligence May Save Buyer Time and Money in Stock Acquisition
Buyer of business was told by target owner that all taxes had been paid prior to the signing of the stock purchase agreement. Buyer ends up paying significant pre-closing target tax liabilities after closing and suing target owner for fraud.…
Buyer Can’t Sue Seller for Not Telling Buyer About Pending Loss of Major Customer
M&A Stories December 10, 2020 Introduction It is very important for a prospective buyer of a business to do smart due diligence to validate the purchase price. However, there is always a risk that the seller won’t tell you the…
Posted in contracts, due diligence, extra-contractual fraud, fraud in business sale, non-reliance clause Tagged with: M&A stories, M&A tips
Business Buyer’s Owner Loses Trademark to Competitor and Ends Up in Bankruptcy
M&A Stories December 08, 2020 Introduction You have to kick the tires of a business you want to buy. That includes asking whether the target’s tradename infringes upon a competitor’s tradename. The deal This deal involved the sale of the…
Posted in copyrights, due diligence, patents, trademark infringement, trademarks Tagged with: M&A stories, M&A tips
Business Buyer’s Suit Against Seller is Hampered by Missing Due Diligence Binder
Introduction Buying a company has many legal risks for a buyer. One of the most important tools to manage the risks of buying a business is to conduct a thorough due diligence investigation of the company. The deal This case…
Posted in preservation of due diligence materials Tagged with: due diligence materials, M&A stories, M&A tips, preservation of due diligence materials
Buyer May Pay $1.2 Million Twice for Seller Assets Subject to Financing Statement
Introduction One of the legal risks when purchasing a business is purchasing assets that are collateral for a loan. The deal This is a follow up to a deal where the buyer purchased the assets of a seller that made…
Owner Sells Company’s Fitness Club Assets; Fights Personal Trainer Claims
Introduction Selling your company can be very stressful for employees and contractors not picked up by the buyer. Especially those that have depended upon cash flow from your company for a long time. This creates a risk you may be…
Posted in asset purchase agreement, assignment of contracts, contracts, due diligence Tagged with: assignment of contracts; due diligence of contracts
Asset Buyer Fights Customer Claim Based Upon Unassumed Seller Contract
Introduction A buyer and seller agree to a price for the sale of the seller’s company. Then the buyer gets his or her adviser involved to iron out the details. One of those details is whether the transaction will be…
Buyer of Chemical Division Sues Seller for Understating Costs
Introduction There are unique risks for a buyer when purchasing a division of a seller (called a divestiture). It is easier to assess the quality of earnings of a stand alone business than with a division where costs must be…
Posted in divestitures, due diligence, quality of earnings assessment Tagged with: allocation of companywide costs, divestitures, quality of earnings
Business Buyer Risks Loss of Assets to Secured Creditor
Introduction Many companies put their assets up as collateral for financing. A buyer of a company needs to know this before buying the business. This risk is minimized in part by the seller representing and warranting in the purchase agreement…
Recent Posts
- PHYSICIAN GROUP ASSET BUYER NOT SUBJECT TO SELLER’S LOWER HEALTH CARE INSURER REIMBURSEMENT RATE
- ASSET BUYER ARGUES THAT IT WAS NOT BOUND BY SELLER’S SUPPLY CONTRACT
- BUYER OF ASSETS OF CONCRETE MANAFACTURER IS FIGHTIN $279K CLAIM OF SELLER’S UNION
- SELLER OF GROCERY STORE CHAIN OUT OF BANKRUPTCY DOES NOT ESCAPE LANDLORD’S $2 MILLION REPAIR CLAIM
- COURT PERMITS BUSINESS SELLER TO SETOFF $2.6 MILLION DAMAGES IT OWED BUYER AGAINST $2.5 MILLION BUYER NOTE OWED SELLER EVEN THOUGH SUBORDINATED TO BUYER BANK
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- structure of transaction
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- tangible net worth
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- Taxation
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- time of the essence
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- tort misrepresentation in M&A
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- trademark infringement
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- transferee liability for taxes IRC Section 6901
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- willing buyer or procuring cause
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