In November 2014, Buyer, an accounting firm in Plymouth, Indiana (about 27 miles south of South Bend, Indiana) acquired Seller, an accounting firm in South Bend, through an asset purchase agreement. At the closing Buyer entered into employment agreements with…
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Recent Posts
- Court permits stock buyer of company to sue sellers for pre-closing pension-insurance problems
- Seller of business had no obligation to subordinate its purchase money promissory note to buyer’s bank
- Court finds “midco transaction” stock deal in substance an asset deal and permits IRS to recover target corporation’s tax from its shareholders
- Buyer of business loses misrepresentation claim against seller because claim was not based upon seller’s breach of contract
- Delaware court finds stock purchase agreement does not give buyer share of target’s transaction tax deduction benefits
Archives
Categories
- "as is where is"
- actual notice to known creditors
- alter ego
- ambiguous exclusion
- anti-destruction clause
- anti-reliance clause
- asset buyer's assumption of seller's liabilities by contract
- asset seller's liabilities
- asset vs stock deal
- Assignment
- assignment of contracts
- assumed liabilities
- bankruptcy sale
- boilerplate provisions
- book value adjustment
- breach of contract
- buyer assumption of seller's contracts
- Buyer beware
- buyer's assumption of seller liabilities in asset acquisition
- buying distribution business
- cash and cash equivalents
- closing
- commercially reasonable efforts
- compliance with all applicable laws
- conditions to closing for buyer's benefit
- constructive knowledge
- covenant not to compete
- Covenants
- customer list
- damages
- de facto merger exception
- deferred closing
- dental practice sale
- Description of business assets purchased
- directors and officers insurance policy
- discharge in bankruptcy
- distressed business acquisitions
- doing deal with company's officer or director
- due diligence
- duty to warn
- earn out
- earn outs
- earnout as ownership interest in buyer
- economic loss doctrine
- employment agreement
- employment agreement
- enforce against nonparty
- environment representations and warranties
- escrow
- excluded liabilities
- exclusive remedy
- exclusivity provision
- executory contracts
- extra-contractual fraud
- Family and Medical Leave Act
- federal employment discrimination liability
- federal multiemployer pension plan withdrawal liability
- federal wage and hour violations
- fee based upon buyer debt assumption
- financial representation and warranty
- financing acquisition issues
- financing contingency
- for cause termination
- force majeure
- forum selection clause
- fraud carveout
- fraud in business sale
- fraudulent intent
- fraudulent omission
- full disclosure rep
- hiring seller's employees
- implied covenant of good faith and fair dealing
- indemnification
- insurance coverage
- insurance requirements
- integration clause
- investment banker/business broker
- joint venture
- key employees of target
- layoff notice law or Warn Act
- leases
- letter of intent
- liquidated damages provision
- major shareholders exclusion
- midco transaction
- minority business participation program
- misleading personal financial statement
- missing attachment to acquisition document
- multi-employer pension plan
- mutual mistake
- negligent misrepresentation
- net working capital adjustment
- no kickback or bribe rep
- no oral modifications of contract
- no pending government investigations or inquiries
- nondisclosure agreement
- nonsolicitation of employees and customers
- notice provision
- officer or director's fiduciary duty to disclose
- offset or setoff provision
- offset right
- overly complicated language in contract
- owner liability for company breach of financing deal
- personal goodwill
- personal guaranty
- piercing veil of acquisition subsidiary
- post asset purchase issues
- post signing asset valuation
- products line exception
- promissory note
- punitive damages
- purchase price
- purchase price adjustment
- ratifying unassumed contract by post-closing action
- reformation
- reformation of contract
- reliance
- representation and warranty about customers
- representations and warranties
- rescission
- revenue and profit projections
- sale leaseback
- sale of assets of business
- sale of business to ESOP
- securing buyer's note
- securing deferred purchase price
- security agreement
- seller's age discrimination claims
- seller's federal injunctions
- seller's warranty claims
- shareholder release
- sharing transaction tax deduction benefits
- specific performance
- stay bonus
- step-down provision
- stock purchase agreement
- subordination
- success fee
- successor liability
- survival of reps and warranties
- target's stock options
- tax benefit sharing
- Taxation
- third party beneficiary clause
- timely objection to indemnification claim
- tort misrepresentation in M&A
- tortious interference with prospective economic advantage
- trade secret misappropriation
- trade secret misappropriation by former seller employee
- transferee liability for taxes IRC Section 6901
- transitory services contracts
- Uncategorized
- unemployment tax rate liability
- union fringe benefits
- union liabilities
- waiver of contractual provision
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