Introduction This is another post-closing M&A dispute over an EBITDA earnout. The deal The seller was a San Jose based small security guard service. It sold its assets in September 2016 to a Georgia based nationwide security company with about…
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Lawsuit Over EBITDA Earnout “Determined in Accordance With Buyer’s Historical Reporting Policies”
Posted in bad faith, corporate overhead, de facto merger exception, earn outs, EBITDA Tagged with: corporate overhead in earnouts, EBITDA earnouts
Business Seller Accuses Buyer of Earnout Manipulation
Introduction A seller of a business wants to receive the highest price, and payable in cash at closing. The buyer might want to pay seller’s price but is not sure it is worth that much. How do you bridge the…
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- Monthly Financial Statements Not Covered by Financial Representation Covered by Books & Records Representation
- Court Rules That EY Earnout Calculation Was Arbitration Not Expert Determination
- ESOP Bank Trustee & Owner Must Pay $6.5 Million Purchase Price Overpayment to ESOP
- Business Buyer Loses Claim for $8 Million of Nonrenewed Customer Contracts
- Buyer Loses Dispute with Asset Seller Over Responsibility for Deal’s Sales Tax
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- "as is where is"
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- No Undisclosed Liabilities
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- personal guaranty of lease
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- post asset purchase issues
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- post signing asset valuation
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- private equity
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- projections
- promissory note
- prudence
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- 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
- reformation
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- Section 363 sale
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- seller rep of no federal employer liability
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- seller's warranty claims
- seller's workers compensation experience rating
- severance benefits
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- shareholder buyout of partner
- shareholder release
- sharing transaction tax deduction benefits
- specific performance
- state approval of nonprofit hospital
- statute of limitations
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- unjust enrichment
- valuation
- value added tax or VAT
- waiver of contractual provision
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- willful breach carveout
- Withholding Post-closing payments
- working capital adjustment
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