Blog Archives

Asset Buyer Can’t Recoup its Stale Fraud-Breach Claims Against Earnout

Explore a case study from March 10, 2020, involving a medical device company acquisition and the implications of not pursuing fraud/breach claims post-closing. Learn about the court’s ruling and the importance of timely action in M&A deals. March 10, 2020

Posted in earn out, earn outs, recoupment doctrine, statute of limitations Tagged with: , , , , , , , , ,

Court Decides EY Earnout Calculation as Arbitration, Not Expert Determination

Learn about a recent M&A case where a court ruled on the nature of an Ernst & Young earnout calculation, determining it as arbitration rather than expert determination. Get insights into the legal conflict and the court’s ruling. November 19,

Posted in arbitration vs expert determination, dispute resolution provision, earn out, earn out dispute procedure, earn outs Tagged with: , , , , , , , , , , , , ,

Court Approves Seller’s Fraud Lawsuit in Earnout Dispute

Explore a real-life M&A dispute where a seller’s fraud lawsuit against a buyer over an earnout disagreement led to a court ruling. Gain insights into the legal intricacies of this case and the implications for M&A agreements. November 6, 2019

Posted in anti-reliance clause, earn outs, integration clause Tagged with: , , , , , , , , , ,

Earnout Dispute: Lessons for Business Sellers

Explore the case of a Texas-based seller’s earnout dispute and the consequences of failing to verify earnout calculations. Learn valuable lessons for business sellers in M&A deals September 3, 2019 M&A Stories Introduction: When buying or selling a business, disagreements

Posted in earn out, earn out dispute procedure, economic loss doctrine, fraud in business sale, fraud in the inducement exception Tagged with: , , , , , , , , , ,

Seller’s Earnout Lawsuit Verdict: Strategic Buyer’s Actions Deemed Not in Bad Faith

Explore a recent M&A case involving a seller’s earnout lawsuit against a strategic buyer. Delve into the details of the case and its implications for the M&A landscape. Learn about the importance of precise APA language and the challenges sellers

Posted in earn outs, implied covenant of good faith and fair dealing Tagged with: , , , , , , , , , , , ,

Lawsuit Over EBITDA Earnout Dispute

Explore a post-closing dispute in mergers and acquisitions (M&A) involving an earnout disagreement related to EBITDA. Learn about a case that highlights the complexities of earnout arrangements and potential legal challenges. June 18, 2019 M&A Stories Introduction: In this mergers

Posted in bad faith, corporate overhead, de facto merger exception, earn outs, EBITDA Tagged with: , , , , , , , , , , ,

Business Seller Accuses Buyer of Earnout Manipulation

Explore a recent M&A case where a seller accused the buyer of manipulating earnings to avoid the earnout. Dive into the legal intricacies and lessons learned from Main Market Partners, LLC v. Olon Ricerca Bioscience LLC. M&A Stories May 16,

Posted in bad faith, earn outs Tagged with: , , , , , , , , , , , , , , , , , , ,

M&A Seller’s Frustration with Post-Closing Royalties

Explore the risks and challenges associated with post-closing royalties in M&A deals. Learn from the case of Kelly v. Waters Corporation and the potential pitfalls of relying on earnouts and royalties. Understand the importance of clear agreements in the world

Posted in earn outs, purchase agreement Tagged with: , , , , , , , , , , , , , , ,

Legal Dispute Over Earnout: Lessons for Business Sellers

Explore the intricacies of a recent M&A case involving a privately held PR firm and a New York City-based buyer. Delve into the background, the unfolding dispute, the court’s ruling, and the implications for sellers considering earnouts. Learn valuable lessons

Posted in earn outs Tagged with: , , , , , , , , , , , , , ,

Navigating Earnout Risks in RV Business Sales

Explore the complexities of business acquisitions in the recreational vehicle (RV) industry. Learn from a case study involving a Dallas-Fort Worth RV window shade manufacturer, the intricacies of earnout mechanisms, and the legal challenges faced post-acquisition. Gain valuable insights for

Posted in anti-reliance clause, earn outs, fraud in business sale Tagged with: , , , , , , , , , , , , , ,

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